EXHIBIT 10.3
                              REVOLVING CREDIT NOTE

                                                     Boston, Massachusetts
$xx,xxx,xxx.xx                                       September 27, 1996

         FOR VALUE RECEIVED, the undersigned, Dollar Tree Distribution,  Inc., a
Virginia  corporation  with its  principal  executive  offices at 2555  Ellsmere
Avenue,  Norfolk,  Virginia  (the  "Borrower")  absolutely  and  unconditionally
promises to pay to the order of ____________________________________, a national
banking association (the "Holder"), at the Agent's office, presently ___________
_______________________________,  or at  such  other  place  as  the  Agent  may
designate, the following:

                  PRINCIPAL:  The principal amount of

                          __________________________ DOLLARS ($xx,xxx,xxx.xx)

         or if less, the outstanding  principal  balance of the Revolving Credit
         Loans  advanced  to the  Borrower  under  the Loan  Agreement  (defined
         below).


                  INTEREST:  Interest on the principal  balance hereof from time
         to time  outstanding,  which  interest  shall be paid at the  times and
         rates, and in the manner, provided in the Loan Agreement.

                  In all events and under all  circumstances,  the entire unpaid
         principal  balance  of the  within  Note  and all  accrued  and  unpaid
         interest  thereon  shall be due and  payable  on the  Revolving  Credit
         Maturity Date.

         Capitalized  terms used herein and not otherwise defined shall have the
meaning  assigned to them in that certain Amended and Restated  Revolving Credit
Agreement (herein, as amended from time to time hereafter, the "Loan Agreement")
executed as of the date of this Note between the Borrower,  DTS and DTM, and The
First National Bank of Boston,  NationsBank,  N.A.,  Signet Bank,  Crestar Bank,
First Union National Bank of Virginia, AmSouth Bank of Alabama and Union Bank of
California,  N.A. (together with any other institutions who may hereafter become
parties to the Amended and Restated  Revolving Credit  Agreement,  collectively,
the "Lenders") and The First National Bank of Boston, as Agent.

         This  Note is a  Revolving  Credit  Note  which has been  executed  and
delivered in  accordance  with Section 2.3 of the Loan  Agreement.  Reference is
made to the Loan Agreement for a description of the benefits to which the Holder
and the Agent (and any  successors  or assigns  thereof) are entitled on account
hereof and for reference to the security,  and other collateral  interests which
secure the Obligations.


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         The  within  Note may be  prepaid  in whole  and in part,  and shall be
prepaid, all as provided in the Loan Agreement.  In the event the Borrower fails
to pay any instalment of principal and/or interest as and within applicable cure
periods (if any) set forth in the Loan  Agreement,  or otherwise  fails to repay
this Note on its due date,  the Borrower  agrees to pay to the Agent on demand a
late charge in an amount equal to five percent (5.0%) of the overdue payment.

         Upon the  occurrence of any Event of Default,  all of the  Obligations,
including, without limitation, the entire unpaid principal balance of the within
Note and all accrued and unpaid interest  hereon,  may become or be declared due
and payable as provided in the Loan Agreement.

         The  undersigned  and every  endorser and  guarantor of the within Note
and/or said Obligations,  waives presentment,  demand,  notice,  protest and all
other  demands and notices in connection  herewith;  assents to any extension or
postponement of the time of payment or any other  indulgence with respect hereto
and to any  substitution,  exchange,  or release of collateral which secures the
within  Note;  assents to the  addition  or release of any other party or person
primarily  or  secondarily  liable on  account of the within  Note  and/or  said
Obligations;  and agrees to pay all costs and  expenses at any time  incurred by
the Holder or the Agent as set forth in the Loan Agreement.

         THE BORROWER,  TO THE EXTENT  ENTITLED  THERETO,  WAIVES ANY PRESENT OR
FUTURE RIGHT OF THE BORROWER OR OF ANY OTHER PERSON  LIABLE TO THE HOLDER OR THE
AGENT ON ACCOUNT OF OR IN RESPECT TO THE OBLIGATIONS,  TO A TRIAL BY JURY IN ANY
CASE OR  CONTROVERSY  IN WHICH THE  HOLDER  OR THE  AGENT IS OR  BECOMES A PARTY
(WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE HOLDER OR AGENT
OR IN WHICH THE  HOLDER OR AGENT IS JOINED AS A PARTY  LITIGANT),  WHICH CASE OR
CONTROVERSY  ARISES OUT OF, OR IS IN RESPECT  TO,  ANY  RELATIONSHIP  AMONGST OR
BETWEEN THE BORROWER, ANY SUCH PERSON, AND THE HOLDER OR THE AGENT.

         This Note is delivered to the Holder at Boston,  Massachusetts;  shall
take  effect  as a  sealed  instrument  under  the laws of The  Commonwealth  of
Massachusetts;  and shall be governed and construed in accordance  with the laws
of said Commonwealth.

WITNESS:                                    DOLLAR TREE DISTRIBUTION, INC.


  /s/ Carolyn C. Lilla                        By: /s/ H. Ray Compton
- ---------------------------------              ---------------------------
Print Name                                  Name: H. Ray Compton
                                            Title: Executive Vice President


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