DOLLAR GENERAL CORPORATION
                            Nashville, Tennessee
                          Telephone (615) 783-2000

                  NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                         TO BE HELD ON JUNE 6, 1994

         The Annual Meeting of Stockholders of Dollar General
    Corporation will be held in the auditorium of Dollar General
    Corporation, 427 Beech Street, Scottsville, Kentucky, on June 6,
    1994, at 11:00 a.m., local time, for the following purposes:

              1.   To elect nine (9) directors to serve until the next
         Annual Meeting of Stockholders and until their successors are
         duly elected and qualified;

              2.   To ratify the appointment of Coopers & Lybrand as
         independent accountants for the Company for the current fiscal
         year; and

              3.   To transact such other business as properly may come
         before the meeting or any adjournments thereof.

         Only stockholders of record at the close of business on April
    14, 1994 are entitled to notice of and to vote at the Annual
    Meeting.  Your attention is directed to the Proxy Statement
    accompanying this notice for a more complete statement regarding
    matters to be acted upon at the Annual Meeting.

                                       By order of the Board of
                                       Directors


                                       /s/ Bob Carpenter 
    May 6, 1994                        BOB CARPENTER,
                                       Chief Administrative Officer and
                                       Corporate Secretary 
<PAGE>
 





    We urge you to attend the Annual Meeting.  Whether you plan to
    attend, please complete, date and sign the enclosed proxy card and
    return it in the enclosed postage-paid envelope.  You may revoke
    the proxy at any time before it is voted.
    
<PAGE>1
                         DOLLAR GENERAL CORPORATION
                            Nashville, Tennessee
                          Telephone (615) 783-2000

                            Proxy Statement for
                       Annual Meeting of Stockholders

         The enclosed proxy is solicited by the Board of Directors of
    Dollar General Corporation (the "Company") for use at the Annual
    Meeting of Stockholders to be held in the corporate auditorium at
    Dollar General Corporation, 427 Beech Street, Scottsville,
    Kentucky, on June 6, 1994, at 11:00 a.m., local time, and any
    adjournment thereof.  This proxy material was first mailed to
    stockholders on or about May 6, 1994.

         The mailing address of the principal executive office of the
    Company is 104 Woodmont Boulevard, Suite 500, Nashville, Tennessee
    37205.  The Company also maintains a company operations office at
    427 Beech Street, Scottsville, Kentucky  42164.

         All valid proxies which are received will be voted in
    accordance with the recommendations of the Board of Directors
    unless otherwise specified thereon.  Any stockholder giving a proxy
    is entitled to revoke it by giving the Secretary of the Company
    written notice of such revocation at any time before it has been
    voted.

         Only holders of Common Stock of record at the close of
    business on April 14, 1994 are entitled to vote at the meeting.  On
    such date, the Company had 54,496,967 issued and outstanding shares
    of Common Stock, the holders of which are entitled to one vote for
    each share held and to cumulative voting in the election of
    directors.  The number of shares of Common Stock issued and
    outstanding reflects the five-for-four stock split declared by the  
    Board of Directors paid April 15, 1994 to stockholders of record on
    April 5, 1994.  All references to shares of Common Stock have been
    adjusted accordingly.
    
<PAGE>2
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
         The following table sets forth certain information furnished
    to the Company as of January 31, 1994 concerning persons who are
    the beneficial owners of more than five percent (5%) of the
    Company's Common Stock.
                             Amount and Nature
    Name and Address of      of Beneficial      Percent
    Beneficial Owner         Ownership          of Class
    C.T.S., Inc.              8,578,710(1)      16.4%
     427 Beech Street
     Scottsville, KY  42164
    Cal Turner, Jr.          11,124,109(2)      21.3


    (1)C.T.S.,  Inc., a  Kentucky corporation,  owns an  aggregate of
    8,578,710  shares of the Company's  Common Stock.   Cal Turner, Jr.
    and James Stephen Turner  act as officers and directors  of C.T.S.,
    Inc.  The 1980 Turner Children Trust, the Turner Family Foundation,
    and  the  Turner  Family  Foundation for  Lindsey  Wilson  College,
    collectively  own 100% of  the outstanding voting  stock of C.T.S.,
    Inc.   Cal Turner, Jr. and James  Stephen Turner are co-trustees of
    the 1980 Turner Children Trust and the Turner Family Foundation for
    Lindsey Wilson College.  Cal  Turner, Jr. is Trustee of the  Turner
    Family Foundation.
    (2)Includes 1,383,381  shares with respect  to which he  has sole
    voting and  investment rights,  1,765 shares  held in  the Employee
    Stock Ownership Plan, 122,070  shares held by his wife  and 201,287
    shares held by  his son.  Cal Turner, Jr.  and James Stephen Turner
    act as co-trustees under  various trusts in which they  have shared
    voting and investment rights to a total of 8,364,645 shares.  As to
    such  shares, they  are each  deemed to  be the  beneficial owners.
    Additionally, Cal Turner, Jr. acts  as trustee for foundations  and
    various  trusts in  which he  has voting  and investment  rights to
    768,512 shares.  Also includes 282,449 shares which may be acquired
    through the exercise of options  which are currently exercisable or 
<PAGE>
 

     4131 Franklin Road
     Nashville, TN  37204
    James Stephen Turner      9,451,751(3)     18.1%
     5836 Hillsboro Pike
     Nashville, TN  37215
    Firstar Corporation       3,172,480(4)      6.1%
     777 E. Wisconsin Avenue
     Milwaukee, WI  53202
                      

    exercisable within 60 days.
    (3)Includes 178,976  shares with  respect  to which  he has  sole
    voting and investment  rights and  9,471 shares held  by his  wife,
    217,201  shares  held by  each of  his  two children  and 8,364,645
    shares  with respect to which  he has shared  voting and investment
    rights as set  forth in  footnote 2.   Additionally, James  Stephen
    Turner has sole voting and investment rights as trustee for various
    trusts totaling 464,257 shares.
    (4)Firstar   Corporation,  a   Wisconsin  corporation,   owns  an
    aggregate of  3,172,480  shares of  the Company's  Common Stock  to
    which it reports to having sole voting power over 2,935,333 shares,
    shared voting power over 96,732 shares, sole dispositive power over
    3,075,481 shares, and shared dispositive power over 96,732 shares. 
<PAGE>
 
    
<PAGE>3
    
<TABLE>
    <CAPTION>

    SECURITY OWNERSHIP BY OFFICERS AND DIRECTORS
         The following table contains certain information (furnished by the individuals named) concerning each of the nominees, the
    executive officers named in the Summary Compensation Table and all executive officers and directors as a group.

                                                                     Dir.      Shares of Common
    Nominee/Executive                                                or Off.   Stock Beneficially       Percent of
        Officers             Age  Principal Occupation               Since     Owned on Jan. 31, 1994(1)Class(2)
    <S>                      <C>  <C>                                <C>       <C>                      <C>
    James L. Clayton         60   Chairman and Chief Executive       1989         146,177(3)              *
                                  Officer of Clayton Homes, Inc.                                                             

    James D. Cockman         61   Chairman and CEO, Ocean Fresh      1988           2,902                 *
                                  Express International, Inc.

    Reginald D. Dickson      48   Chairman, New Age Bank Corp. and   1993             125(4)              *
                                  President Emeritus, Inroads, Inc.

    John B. Holland          62   Chairman and Chief Operating       1988          80,695(5)              *
                                  Officer, Fruit of the Loom, Inc.

    Wallace N. Rasmussen     79   Retired Chairman of the Board,     1990          13,697                 *
                                  Beatrice Foods, Inc.

    Cal Turner               78   Chairman Emeritus of the Company   1955       1,222,002                2.3%

    Cal Turner, Jr.          54   Chairman, President and Chief      1966      11,124,109(6)            21.3%
                                  Executive Officer

    David M. Wilds           53   Chairman, Cumberland Health        1991          31,010(7)              * 

                      

    (1)Unless otherwise noted in the following footnotes, the persons for whom information is provided had sole voting
    and investment power over the shares of Common Stock shown as beneficially owned.
    (2)Computation based upon 52,302,282 shares outstanding as of January 31, 1994.
    (3)Includes options to acquire 39,068 shares of the Company's Common Stock which are currently exercisable or
    exercisable within 60 days.
    (4)Shares purchased March 9, 1994.
    (5)Includes option to acquire 39,070 shares of the Company's Common Stock which are currently exercisable or
    exercisable within 60 days.
    (6)See footnote 2, on page 2.
    (7)Includes options to acquire 22,955 shares of the Company's Common Stock which are currently exercisable or
    exercisable within 60 days. 
<PAGE>
 
                                  Systems, Inc.

    William W. Wire, II      62   Retired Chairman of Genesco, Inc.  1989          25,638(8)              *
    
<PAGE>4
    Bob Carpenter            46   Vice President and Chief           1981         254,866(9)              *
                                  Administrative Officer

    Mike Ennis               40   Vice President, Merchandising      1988         131,868(10)             *
                                  Operations

    Tom Hartshorn            43   Vice President, Merchandising      1992         103,761(11)             *
                                  Operations

    Leigh Stelmach           54   Executive Vice President,          1989         131,235(12)             *
                                  Operations

    All directors and                                                          13,508,925(13)           25.8%
    executive officers
    as a group (19
    persons)
    
<PAGE>5
    PROPOSAL NO. 1:  ELECTION OF DIRECTORS

         Directors are elected each year to hold office until the next
    annual meeting of stockholders and until their successors are duly
    elected and qualified.  The Company's bylaws provide for a minimum
    of three (3) and a maximum of fifteen (15) directors, the exact

                        

    (8)Includes options to acquire 22,955 shares of the Company's Common Stock which are currently exercisable or
    exercisable within 60 days.
    (9)Includes options to acquire 144,502 shares of the Company's Common Stock which are currently exercisable or
    exercisable within 60 days.  Also includes 93,457 shares for which Mr. Carpenter has shared voting and invest-
    ment rights as a Co-Trustee of the Calister Turner, III 1994 Generation Skipping Trust.
    (10)Includes options to acquire 65,618 shares of the Company's Common Stock which are currently exercisable or
    exercisable within 60 days.
    (11)Represents options to acquire shares of the Company's Common Stock which are currently exercisable or
    exercisable within 60 days.
    (12)Represents options to acquire shares of the Company's Common Stock which are currently exercisable or
    exercisable within 60 days.
    (13)Includes options to acquire 6,068,910 shares of the Company's Common Stock which are currently exercisable or
    exercisable within 60 days.
    </TABLE>
 
<PAGE>
 
    number to be set by the Board of Directors.  The current Board of
    Directors consists of nine members, and at its March 1994 meeting
    the Board of Directors nominated those same nine individuals to
    stand for election at the 1994 Annual Meeting of Stockholders.

         In the election of directors, pursuant to the Kentucky
    Business Corporation Act, each stockholder shall have the right to
    cast as many votes in the aggregate as he shall hold shares of
    Common Stock multiplied by the number of directors to be elected;
    and each stockholder may cast the whole number of votes for any one
    nominee or distribute such votes among two or more nominees. 
    Unless contrary instructions are received, the enclosed proxy will
    be voted in favor of electing as directors the nominees listed
    below.  Each nominee has consented to be a candidate and to serve,
    if elected.  While the Board has no reason to believe that any
    nominee will be unable to accept nomination or election as a
    director, if such an event should occur, the proxies will be voted
    with discretionary authority for a substitute or substitutes as
    shall be designated by the current Board of Directors.

         Cal Turner, founder of the Company, served as Chairman of
    the Board from 1955 until December, 1988.  He is currently a
    consultant to the Company.  See "Transactions with Management and
    Others."

         Cal Turner, Jr. joined the Company in 1965 and was elected
    President and Chief Executive Officer in 1977.  Mr. Turner has
    served as Chairman of the Board since January, 1989.  Mr. Turner is
    a member of the board of directors of First American Corporation,
    Nashville, Tennessee, a bank holding company, Thomas Nelson, Inc.,
    a publishing company, and Shoney's Inc., a family restaurant chain.

         James L. Clayton has served for more than the past five years
    as Chairman and Chief Executive Officer of Clayton Homes, Inc. 
    Clayton Homes, Inc. produces, sells and finances manufactured
    homes.  Mr. Clayton served as Chairman of the Board and President
    of Clayton Homes, Inc. from 1956 through 1993.  Mr. Clayton has
    served as Chairman of First Heritage Bank since 1992 and is a
    director of ROC Communities, Inc., a manufactured homes company.  

         James D. Cockman, Chairman and Chief Executive Officer of
    Ocean Fresh Express International, Inc., served as an executive
    of the following divisions of Sara Lee Corporation:  Chairman, Food
    Service (1989 to September, 1992); Chairman, President and Chief
    Executive Officer, PYA/Monarch, Inc. (1985 to 1989).  Mr. Cockman  
    is also a member of the boards of directors of Clayton Homes, Inc.
    and Ryan's Family Steak House, a family restaurant chain.

         Reginald  D. Dickson was appointed by the Board of Directors
    in August, 1994,  to fill the vacant position created by the
    Board's decision to expand the number of Directors to nine from
    eight.  Mr. Dickson is Chairman of the New Age Bank Corp. and
    President Emeritus of Inroads, Inc., a non-profit organization
    supporting minority education. Mr. Dickson also serves as a
    director of First American Corporation, Nashville, Tennessee.  

         John B. Holland has served since 1992 as President and Chief
    Operating Officer of Fruit of the Loom, Inc., a manufacturer of
    underwear and other soft goods. Mr. Holland has served since 1975
    as Chairman and Chief Executive Officer of Union Underwear Co.,
    Inc., a subsidiary of Fruit of the Loom, Inc.  Mr. Holland is a
    member of the board of directors of National City Bank Kentucky, a
    bank holding company, and Fruit of the Loom, Inc.
    
<PAGE>6
         Wallace N. Rasmussen served as Chairman of the Board and Chief
    Executive Officer of Beatrice Foods, Inc. until his retirement in
    June, 1979, at which time he became a consultant to that
    corporation.  He serves as a member of the board of directors of
    Shoney's, Inc., a family restaurant chain, and NationsBank -
    Tennessee, N.A.

         David M. Wilds serves as Chairman of the Board of Cumberland
    Health Systems, Inc., an owner and operator of psychiatric
    hospitals.  From 1969 until 1990, Mr. Wilds was a partner with J.
    C. Bradford & Co., an investment banking company.  Mr. Wilds is a
    director of LDDS Communications, Inc.

         William S. Wire, II served from 1986 until January 31, 1994 as
    Chairman of the Board of Genesco, Inc., a manufacturer, wholesaler
    and retailer of footwear and clothing. Mr. Wire served as Chief
    Executive Officer of Genesco, Inc. from April, 1986 to January 31,
    1993.  Mr. Wire serves as a director of First American Corporation,
    Nashville, Tennessee and Genesco, Inc.

         COMMITTEES OF THE BOARD.  The Company has a Compensation
    Committee and an Audit Committee.  The current members of the
    Compensation Committee are Messrs. Wire (Chairman), Wilds and
    Rasmussen.  The functions of the Compensation Committee include
    setting the total compensation of, and reporting to the Board of
    Directors initial and proposed salary changes paid to all executive  
    officers and any employee whose annual compensation exceeds that of
    the lowest paid executive officer.  The Committee reviews the
    compensation policies of the Company and compensation programs in
    which officers may participate.  In addition, the Committee
    develops general criteria concerning the qualifications and
    selection of Board members and officers, and recommends candidates
    for such positions to the Board of Directors.  The Committee will
    consider persons recommended by stockholders as potential nominees
    for directors, if the names of such persons are submitted in
    writing to the Chairman of the Committee or the Secretary of the
    Company.  These recommendations must be accompanied by a full
    statement of qualifications and an indication of the person's
    willingness to serve.  
    
         The Compensation Committee also administers the Company's
    stock option plans, excluding the 1988 Outside Directors' Plan and
    the 1993 Outside Directors' Plan which are administered by Cal
    Turner and Cal Turner, Jr.  At least annually, the Committee
    specifically reviews the standards of performance of the President
    and Chief Executive Officer ("CEO") for compensation purposes. 
    (See "Report of the Compensation Committee of the Board of
    Directors on Executive Compensation.")  The Compensation Committee
    met nine times during fiscal 1994.  In March, 1994, the Board
    renamed the Compensation Committee the "Corporate Governance and
    Compensation Committee," and to expand the responsibilities of the
    Committee to include reviewing and recommending policies and
    practices for the Corporation's corporate governance profile.

         The Audit Committee is composed of Messrs. Holland (Chairman),
    Cockman, Clayton and Dickson.  The functions of the Audit Committee
    include providing advice and assistance regarding accounting,
    auditing, and financial reporting practices of the Company.  Each
    year it will recommend to the Board a firm of independent certified
    public accountants to serve as auditors.  The Committee will review
    with the auditors the scope and results of their annual audit, fees
    in connection with their audit and nonaudit services, and the
    independence of the Company's auditors.  The Audit Committee met
    three times during fiscal 1994.

         During fiscal 1994, the Board of Directors held five meetings. 
    All directors attended more than 75% of the aggregate number of
    meetings of the Board and committees on which they serve.  
    
<PAGE>7  
         COMPENSATION OF DIRECTORS.  Directors receive a $5,000
    quarterly retainer, an additional $1,250 for attending each regular
    meeting of the Board, and an additional $1,250 for members
    attending each committee meeting.  Committee Chairmen receive
    $1,500 per meeting.  Compensation for telephonic meetings is one-
    half the above rates.  Board members who are officers of the
    Company do not receive any separate compensation for attending
    Board or committee meetings.  In addition, the directors who are
    not employees of the Company are entitled to receive stock options
    pursuant to the terms of the Company's 1988 Outside Directors'
    Stock Option Plan and the 1993 Outside Directors' Stock Option
    Plan.

         DEFERRED COMPENSATION PLAN FOR DIRECTORS.  In December, 1993,
    the Board of Directors unanimously approved a voluntary,
    nonqualified compensation plan for Director compensation.  All
    outside Directors are eligible to participate in the plan.  Under
    the plan, each Director may voluntarily defer receipt of all or a
    part of any fees normally paid by the Company to the Director.  The
    fees eligible for deferral are defined as retainer, Board meeting
    fees and committee meeting fees.  The compensation deferred is
    credited to a liability account which is increased quarterly at a
    minimum rate of 6% per year.  The benefits will be paid, upon
    termination from the Board, as deferred compensation to the
    Director as a lump sum of the accumulated account as follows: 
    (a) Upon attaining age 65 or any age thereafter; (b) In the
    event of total disability; (c) In the event of death; or (d) In the
    event of voluntary termination. 
    
<PAGE>8
         REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
                           ON EXECUTIVE COMPENSATION       

         The three-member Compensation Committee of the Board of
    Directors prepared the following executive compensation report.

         A.   COMPENSATION PHILOSOPHY

         The Company embraces the concept of pay-for-performance
    linking management compensation, Company performance and
    stockholder return.  This strategy reflects the Company's desire to
    pay for results that are consistent with the key goals of the  
    Company and the stockholders.  The Committee and the Company
    believe that combining variable, direct and indirect pay components
    of its compensation program enables the Company to attract, retain
    and motivate results-oriented employees to achieve higher levels of
    performance. 

              1.   VARIABLE COMPENSATION PHILOSOPHY

         At nearly all levels of the Company, a significant portion of
    pay is variable, being contingent upon Company (or store)
    performance.  The performance-based component, whether annual
    incentive or long-term incentive (for middle and senior
    management), is significant enough to serve as a strong incentive. 
    Additionally, performance-based compensation through the granting
    of stock options to employees serves to increase employee ownership
    of the Company.

              2.   DIRECT COMPENSATION PHILOSOPHY

         Though performance-based compensation is to be emphasized,
    base pay is competitive.  The Company believes base pay should
    relate to the skills required to perform a job and to the value of
    each job performed relative to the market, industry, and strategic
    importance to the Company.  This method of valuation allows the
    Company to respond to changes in its needs and changes in the labor
    market.  Increases in base pay require a satisfactory or better
    level of performance as determined by the Compensation Committee.

              3.   INDIRECT COMPENSATION PHILOSOPHY

         The Company's indirect-compensation programs protect its
    employees from extreme financial hardship in the event of a
    catastrophic illness or injury and provide limited income security
    for retirement years.  Health, life and disability benefit programs
    should provide competitive levels of protection without
    jeopardizing the Company's position as a low-cost retailer.  The
    Company manages health care costs aggressively and enlists employee
    assistance in cost management.  Employees have various
    opportunities to share in health care cost- reductions and are
    encouraged to adopt healthy lifestyles.

         The Company's retirement benefit plans should provide limited
    income security at retirement for the typical employee.  The
    Employee Stock Ownership Plan reflects the Company's commitment to
    widespread stock ownership of the Company by employees at all
    levels of employment.  Employees are also invited to share in  
    ownership of the Company through participation in the Dollar
    General Stock Purchase Plan.
    
<PAGE>9     
         B.   EXECUTIVE OFFICER COMPENSATION

         Under the supervision of the Compensation Committee, the
    Company has developed compensation polices and programs designed to
    provide competitive levels of compensation that integrate pay with
    the Company's annual and long-term performance goals.  The Company
    is committed to creating an incentive for its employees to
    contribute to the overall results of the Company thereby
    encouraging a team approach toward accomplishment of corporate
    objectives and creating value for stockholders.

         The executive officers' compensation for fiscal 1994 reflected
    the Company's increasing emphasis on tying pay to both short-term
    and long-term performance goals.  Over 92% of the total non-base-
    salary compensation paid to the CEO and the other officers named in
    the Summary Compensation Table in fiscal 1994, was comprised of
    awards based on variable pay controlled by short-term and long-term
    Company performance goals.  While the Committee's approach to base
    compensation is to offer competitive (although slightly lower-than-
    average) salaries to the CEO and the other Named Executive Officers
    in comparison with market practices, base salaries have become a
    relatively smaller element in the total executive officer
    compensation package as the Company's pay-for-performance component
    plays a more significant role.  The fiscal 1994 average base
    salaries for the Named Executive Officers (not including the CEO)
    increased 14%.  The increase in base salaries in fiscal 1994 was
    determined based upon recommendations made by the human resources
    department to the Compensation Committee, a review of peer group
    comparison data (using the peer group compensation survey published
    by Management Compensation Services(1)) and the subjective analysis
    of the Compensation Committee after evaluating the recommendations,
    peer group data, the Company's overall performance and the res-
    pective individual performance criteria of the Named Executive
    Officers.

    (1) The peer group compensation survey is published annually by
    Management Compensation Services.  The 1993 survey included the fol-
    lowing mass-merchandising companies:  Ames Department Stores, Bill's
    Dollar Stores, Bradlees, CT Farm & Family Center, Consolidated Stores,
    Kmart, Kohl's, Mac Frugal's Bargains/Closeouts, McCrory, Meijer, 
    Montgomery Ward, Pamida, Quality Stores, Roses's Stores, Ross Stores,
    Sears Roebuck, Service Merchandise, ShopKo Stores, TJX Companies,
    Venture Stores, Waban, and Wal-Mart Stores.  The Committee has used
    for the past four years this well-known peer-group annual salary
    survey when reviewing and establishing the Company's executive com-
    pensation policies.  Because the Company uses this survey for execu-
    tive compensation comparison and because the Company ties executive
    compensation directly to Company performance, the same peer group,
    with the exception of those companies that are not publicly traded
    (and therefore stock comparison data is unavailable), is used for
    Company performance comparison purposes.
            
              1.   ANNUAL CASH BONUSES

         The Company's annual cash bonuses paid to the executive officers
    make up the short-term incentive component of their fiscal 1994 comp-
    ensation.  The payment of annual cash bonuses is based on both
    objective and subjective criteria.

         Objective criteria include actual earnings per share results
    versus target earnings per share results as established by the
    Compensation Committee at the end of the prior fiscal year.  The
    Company uses earnings per share improvement for determining target
    goals for the executive officer's variable pay for primarily two
    reasons:  First, it is a defined measure of total Company
    performance and second, it can be easily identified and reviewed by
    stockholders.  
    
<PAGE>10
         There are two earnings per share goals established by the
    Committee, both of which exceed the prior year's performance.  If
    the Company reaches the first established or "target" goal, which
    is considered by the Committee to be challenging, then 50% of the
    total possible payout is awarded.  If the Company reaches the
    second or "stretch" goal, which is considered by the Committee to
    be extremely challenging, then the total possible payout is
    awarded.

         Subjective performance criteria include the results of each
    executive officer's performance review pursuant to the Company's
    Performance Development Process ("PDP").  The Company's PDP is a
    comprehensive program that focuses on total performance improvement
    by concentrating on "Key Development Areas" ("KDA") and "Key Result
    Areas" ("KRA").  KDAs emphasize skill enhancement, leadership
    development, and career goal aspirations of employees.  KRAs focus
    on the key results required to actively pursue the Company's
    mission.  KDAs and KRAs are set annually for each management
    employee by the employee's supervisor, and the payment of an annual
    bonus is dependent upon each executive officer achieving his
    individual goals.  That is, Company performance is not the sole
    criteria by which an executive officer's annual cash bonus payout
    is determined.  Two factors determine whether an executive officer
    would receive an annual cash bonus:  (1) the Company must achieve
    an established earnings-per-share improvement goal; AND (2) the
    individual must achieve a satisfactory performance evaluation based
    upon the above-described PDP factors.  Therefore, full weight is
    given to each of these factors.  For each executive officer, both
    Company and individual goals for fiscal 1994 were met or exceeded.

         Because the Company exceeded its stretch earnings-per-share
    improvement goals for fiscal 1994, and because each executive
    officer achieved his previously-established subjective performance
    goals, the maximum cash bonus award was paid.  This cash bonus
    component represents 30% of the total cash compensation paid to
    each executive officer.

              2.   EMPLOYEE STOCK INCENTIVE PLAN

         The Company's 1993 Employee Stock Incentive Plan ("Plan")
    awards non-qualified performance-based stock options to the
    executive officers, department directors and other personnel
    considered to be in key positions, as approved by the Compensation
    Committee.  

         In fiscal 1991, the Stock Option Committee (now the
    Compensation Committee) established three-year earnings-per-share
    improvement goals as objective Company performance requirements for
    vesting of stock options for fiscal years 1992, 1993 and 1994. 
    Because the Company exceeded its "stretch" earnings per share
    improvement goals for fiscal 1994, and because each executive
    officer achieved his previously-established subjective performance
    goals, the maximum number of options previously granted became
    fully vested.  These grants do not provide for the power to
    accelerate vesting by the Committee based upon the achievement of
    only one of the two vesting criteria--each must be met or the
    options designated for that year are canceled.

         In determining the number of the shares subject to stock
    options granted to the employees eligible to participate in the
    Plan, the Committee takes into account the respective scope of
    accountability, the strategic and operational responsibilities of
    such employees, as well as the salary levels of such employees.

         Compensation data from the Management Compensation Services
    compensation survey reveals that annual stock grants (calculated as
    grant price times the number of shares granted) are typically
    expressed as a multiple of salary.  For the CEO, annual grant
    amounts fall within a range of one to three times the CEO's annual
    salary, and executive officer's grant amount fall within a range
    of one-half to one and one-half times the executive officer's
    salary.  Because the Committee has decided to place greater emphasis 
    on the performance-based
    
<PAGE>11
    component of compensation, it pays lower- than-average salaries for
    the CEO and executive officers but sets incentive compensation
    multiples at or above the high end of the peer group survey ranges for
    these positions.  Specifically, the Committee has established an
    incentive compensation multiple of approximately three to four and
    one-half times salary for determining annual stock option grants for
    the CEO and the other executive officers.  These options are valued
    by multiplying the option price (fair market value at the time of
    grant) by the number of shares granted.

         In fiscal 1994, the Committee granted performance-based stock
    options that will vest annually over a three-year period (beginning
    in fiscal 1995) provided corporate performance goals (as measured by
    earnings per share improvement) and individual performance goals
    (as measured by a comprehensive review process (PDP)) are met.  To
    further encourage outstanding performance, the Committee has tied
    its stock option awards to "target" and "stretch" earnings per share
    goals. If the Committee-established "target" earnings per share goal
    is met and the individual performance goals are met, 67% of the total
    possible stock option benefit (based on approximately three times salary)
    will be earned.  If the Committee- established "stretch" earnings per
    share goal is met and the individual performance goals are met, 100%
    of the total possible stock option benefit (based on approximately
    four and one-half times salary) will be earned.  

           C. CHIEF EXECUTIVE OFFICER COMPENSATION

         As with the other executive officers, the CEO's compensation
    reflects the Company's increasing emphasis on tying compensation to
    both short-term and long-term performance goals.  When determining
    the CEO's salary, the Committee considers the CEO's prior year
    performance and expected future contributions to the Company as
    well as the results of the peer industry survey published annually
    by Management Compensation Services.  As compared to the industry
    comparison group, the CEO's salary was 22% less than the group
    median.  The CEO's total compensation was 9% less than the group
    median.  The Committee increased the CEO's salary 13% to reward him
    for his leadership and the Company's outstanding performance as
    measured by such factors, including, but not limited to, earnings
    per share improvement, sales and profit increases and expense
    reduction and to bring his salary closer to the industry average.  

         The Committee, believing that the CEO should have some
    compensation at risk in order to encourage performance that
    maximizes stockholder return, has created a significant opportunity
    for additional compensation through performance-based incentives. 
    The performance-based compensation for which the CEO is eligible  
    takes the form of both short-term and long-term incentives.  Like
    the other executive officers, the CEO is eligible for a cash bonus-
    -the short-term incentive--based on the attainment of individual
    goals and earnings-per-share improvement goals.  This incentive
    links 33% of the CEO's total cash compensation to performance. 
    Also like the other executive officers, the CEO is eligible for
    non-qualified performance-based stock options--the long-term
    incentive--awarded upon the attainment of Committee-established
    earnings-per-share improvement goals.

         The Committee believes that in order to maximize the CEO's
    performance, a substantial portion of the CEO's compensation should
    be tied directly to overall Company performance.  Consistent with
    this philosophy, the Committee has established a lower-than-average 
    salary for the CEO (as compared to CEOs of the peer-group
    compensation survey participants) while emphasizing the pay-for-
    performance components of the CEO's total compensation package.  
    When considering the CEO's pay-for-performance component of his
    compensation package, the Committee took into consideration prior
    pay-for-performance awards.  The Committee determined that based on
    the CEO's individual performance and the performance of the
    Company, it was important to continue its incentive compensation
    program in a manner that is competitive in the industry and that
    continues to motivate and reward outstanding performance. 
    Specifically, the
    
<PAGE>12
    Committee has established for the CEO a short- term cash-bonus
    incentive of up to 50% of his salary.  To be eligible for this award,
    the CEO must achieve personal performance goals established by the
    Committee, and the Company must meet its earnings-per-share goals.  If
    the CEO meets his individual performance goal and the Company meets
    its Committee-established "target" goal, the CEO will receive a cash
    bonus equal to 25% of his annual salary.  If the CEO's individual
    goals and the Committee-established "stretch" earnings-per-share goal
    is met, then the CEO will receive a cash bonus equal to 50% of his annual
    salary.

         The CEO is also eligible for stock option grants up to
    approximately three to four and one-half times his annual salary. 
    If the Committee-established "target" earnings-per-share goals are
    met and the CEO meets his individual performance goals, he will
    earn 67% of the total possible payout (based on three
    times his annual salary).  If both individual and "stretch"
    earnings per share goals are met, then the CEO will earn 100% of  
    the total possible stock option benefit (based on four and one-half
    times his annual salary).

         For fiscal 1994, the Company exceeded its established
    performance goals with a 23.1% increase in total store sales, a
    12.7% increase in same-store sales and a 36.5% increase in earnings
    per share.  Because the Company exceeded the Committee-established
    "stretch" earnings-per-share improvement goals, and because the CEO
    achieved previously-established subjective performance goals, he
    received the maximum amount of the variable component.

         D.   DEDUCTIBILITY

         Section 162(m) of the Internal Revenue Code is applicable for
    1994 and thereafter.  It was enacted as part of the 1993 Omnibus
    Budget Reconciliation Act and generally disallows corporate
    deduction for compensation over $1,000,000 paid to any executive
    officer.  The Committee is currently analyzing the potential impact
    of the $1,000,000 limit on the deductibility of executive
    compensation for federal income tax purposes.  Under the
    regulations proposed by the Department of Treasury, particularly
    the transition rules, the executive compensation pursuant to the
    Company's stock incentive plans would be qualifying "performance
    based" compensation and therefore excluded form the $1,000,000
    limit.  Other forms of compensation provided by the Company,
    however, may not be excluded from such limit.  Because the
    regulations are still in proposed form, and because the Company is
    in no immediate danger of losing any deductions due to the fact
    that currently no executive officer's applicable compensation
    reaches the limit, no definitive determinations have been made by
    the Committee as to whether the Committee will approve any
    compensation arrangements that will cause the $1,000,000 limit to
    be exceeded in the future.


    William S. Wire, II - Compensation Committee Chairman
    Wallace N. Rasmussen
    David M. Wilds
    
<PAGE>13  
                          COMMON STOCK PERFORMANCE

         As a part of the executive compensation information presented
    in this Proxy Statement, the Securities and Exchange Commission
    requires the Company to prepare a performance graph that compares
    its cumulative total shareholders' return during the previous five
    years with a performance indicator of the overall stock market and
    the Company's peer group.  For the overall stock market performance
    indicator, the Company has chosen to use the S&P Midcap 400 index. 
    For the peer group, the Company has chosen to use the publicly-held
    participants of the compensation survey published by Management
    Compensation Services(1) used by this Committee when reviewing and
    establishing the Company's executive compensation policies.

    Comparison of five-year cumulative total return(*) among Dollar
    General Corporation, the S & P Midcap 400 Index and a peer group. 

                        1/89  1/90  1/91  1/92  1/93  1/94
    Dollar General
    Corporation         $100  $ 98  $106  $300  $456  $698

    Peer Group          $100  $109  $131  $207  $247  $236

    S & P Midcap 400    $100  $116  $130  $184  $205  $233
    
<PAGE>14
    SUMMARY COMPENSATION TABLE
         The following table provides information as to annual, long-
    term or other compensation during fiscal 1994, 1993 and 1992 for
    the Company's Chief Executive Officer and the persons who, at the
    end of fiscal 1994, were the other four most highly-compensated
    executive officers of the Company.  The Company awarded no SARs in
    fiscal 1994, and no Named Executive Officer holds any SARs. 
    (Please see table notes on following page.)

                        

    (1)The  peer group  compensation survey  is  published  annually by
    Management  Compensation Services.   The  1993 survey  included the
    following  mass-merchandising companies:   Ames  Department Stores,
    Bill's  Dollar   Stores,  Bradlees,   CT  Farm  &   Family  Center,
    Consolidated  Stores,  Dayton  Hudson,  Filene's   Basement,  Hills
    Department  Stores, Kmart, Kohl's, Mac Frugal's Bargains/Closeouts,
    McCrory, Meijer,  Montgomery Ward,  Pamida, Quality  Stores, Rose's
    Stores, Ross  Stores, Sears Roebuck,  Service Merchandise, ShopKo
    Stores,TJX Companies, Venture Stores, Waban, and Wal-Mart Stores.  

    (*)$100  invested  on  1/31/89  in stock  or  index  -  including
    reinvestment of dividends.  Fiscal year ending January 31. 
<PAGE>
 
    
<TABLE>
    <CAPTION>
                                           
                                                          Annual Compensation                  Long-Term Compensation 
                                                                                                Awards            Payouts
                                                                                         Re-
                                                                               Other     stricted       Sec.           All
                                                                               Annual    Stock          Under-         Other
    Name and Principal            Fiscal         Salary         Bonus          Comp.     Award(s)       lying     LTIP Comp.
    Position                      Year           ($)            ($)            ($)       ($)            Options   Pays ($)
    <S>                           <C>            <C>            <C>            <C>       <C>            <C>       <C>  <C>
    Cal Turner, Jr.               1994           400,000        177,500        10,599    0              285,937   0    92,509
    Chairman, President and       1993           355,000        177,500        12,133    0                    0   0    86,838
    Chief Executive Officer       1992           355,000        172,500             0    0              688,976   0         0

    Bob Carpenter, Chief          1994           140,000         62,500         3,798    0              132,374   0    14,903
    Administrative                1993           125,000         62,500         6,677    0                    0   0    11,650
    Officer, Corporate            1992           125,000         62,500             0    0              344,491   0         0       
    Secretary and Chief
    Counsel

    Mike Ennis, Vice              1994           125,000         44,800         2,636    0               96,499   0    15,148
    President Merchandising       1993           112,000         44,800         1,146    0                    0   0     9,830
    Operations                    1992           112,000         44,800             0    0              172,250   0         0

    Tom Hartshorn, Vice           1994           117,500         42,000        44,771    0               96,499   0     8,254
    President Merchandising       1993           100,752         40,301        37,000    0              103,760   0         0
    Operations                    1992                 0              0             0    0                        0         0

    Leigh Stelmach                1994           175,000         75,000         8,851    0              132,374   0     8,254
    Executive Vice                1993           150,000         75,000         3,858    0                    0   0     8,010
    President Operations          1992           150,000         75,000             0    0              344,491   0         0
    </TABLE>

    
<PAGE>15
    NOTES TO SUMMARY COMPENSATION TABLE

    OTHER ANNUAL COMPENSATION - The amounts reported in this column
    reflect gross-ups for tax reimbursements.  The 1993 amount reported
    for Mr. Hartshorn includes a $16,463 gross-up, the forgiveness of a
    $27,621 relocation loan and $687 in other perquisites.  The 1992
    amount reported for Mr. Hartshorn reflects a $4,010 gross-up for
    tax reimbursement and the forgiveness of a $32,990 moving-expenses
    loan. 
<PAGE>
 
    SECURITIES UNDERLYING OPTIONS - The options granted in fiscal 1994
    are to be vested in three increments upon the attainment of
    individual and Company performance (earnings-per-share improvement)
    goals established for fiscal years 1995, 1996 and 1997.

    RESTRICTED STOCK AWARDS - The Company granted no restricted stock
    awards in fiscal 1994, fiscal 1993 or fiscal 1992.  No exeucitive
    officer holds any restricted stock awards.

    LTIP PAYOUTS - None paid.  The Company has no LTIP plan in place.

    ALL OTHER COMPENSATION - Includes $8,254 contributed to each
    executive officer's retirement account in fiscal 1993 and $8,010
    contributed to each executive officer's retirement account in
    fiscal 1992 (with the exception of Mr. Hartshorn who was ineligible
    because of length of service to receive a contribution in fiscal
    1992).  Includes the Company's contribution to each executive
    officer's Employee Stock Ownership Plan (ESOP) account for the
    following fiscal years:  Mr. Turner:  1994 - $8,965, 1993 - $3,836;
    Mr. Carpenter:  1994 - $6,649, 1993 - $3,640; Mr. Ennis:  1994 -
    $6,894, 1993 - $1,820; Mr. Hartshorn: 1994 - $2,071, 1993 - $-0-;
    Mr. Stelmach: 1994 - $6,867, 1993 - $3,897.  Includes for Mr.
    Turner $75,290 paid as premiums on a split-dollar insurance policy
    for each of 1994 and 1993.
    
<PAGE>16
    OPTIONS GRANTED IN LAST FISCAL YEAR
         The following table provides information as to options granted
    to the Named Executive Officers during fiscal 1994.  The Company
    granted no SARs in fiscal 1994.     
    
<TABLE>
    <CAPTION>
                                  % of                                         Potential
                                  Total                                        Realizable Value
                   No. of         Options                                      at Assumed Annual
                   Securities     Granted to     Exercise                      Rates of Stock
                   Underlying     Employees      or                            Price Appreciation
                   Options        in Fiscal      Base Price     Expiration     for Option Term(1)
    Name           Granted(#)(2)  Year 1994      ($/Sh)         Date           5%($)          10%($)
    <S>            <C>            <C>            <C>            <C>            <C>            <C>
    Cal 
     Turner, Jr.   285,937        11.5%          $19.20         12/01/03       $3,452,625     $8,749,630
    Bob
     Carpenter     132,374         5.3%          $19.20         12/01/03       $1,598,387     $4,050,625
    
<PAGE>17
    Mike Ennis      96,499         3.9%          $19.20         12/01/03       $1,165,204     $2,952,855  
    Tom Hartshorn   96,499         3.9%          $19.20         12/01/03       $1,165,204     $2,952,855
    Leigh 
     Stelmach      132,374         5.3%          $19.20         12/01/03       $1,598,387     $4,050,625
    
    (1)Based on actual option term and annual compounding.
    (2)These granted options are to be vested upon the attainment of
    individual and Company performance (earnings per share improvement) goals.
    The options granted in fiscal 1994 are non-qualified stock options granted
    in amounts commensurate with the other executive officers.  These grants
    are performance-based and are tied to the objective performance criteria
    of the Company and the subjective performance criteria of the executive
    officer for fiscal years 1995, 1996, and 1997.
    </TABLE>

    
<PAGE>18
    OPTION EXERCISES AND YEAR-END VALUE TABLE
         The following table provides information as to options
    exercised or held by the Named Executive Officers during fiscal
    1994.

    
<TABLE>
    <CAPTION>
 
                                                  Number of Unexercised  Value of Unexercised
                                                  Options at             In-the-Money Options at
                                                  Fiscal Year-End(#)     Fiscal Year-End($)
                        Shares   
                        Acquired on  Value
    Name                Exercise(#)  Realized($)*  Exercis.  Unexercis.  Exercis.  Unexercis.*
    <S>                 <C>          <C>           <C>       <C>         <C>       <C>
    Cal Turner, Jr.     229,657      $3,629,131    19,981    548,405     $335,840  $5,573,477

    Bob Carpenter       101,563      $1,684,060    13,267    263,609     $244,144  $2,759,210

    Mike Ennis          102,338      $1,633,120         0    162,117            0  $1,458,425

    Tom Hartshorn             0               0    46,794    153,465     $708,705  $1,103,654

    Leigh Stelmach      168,134      $2,793,500         0    263,609            0  $2,759,210

    *Market value of underlying securities at exercise or year-end, 
    minus the exercise price.
    </TABLE>
  
    
<PAGE>19
    EMPLOYEE RETIREMENT PLAN

         The Company has a non-contributory defined contribution plan
    which covers substantially all employees, including the Named
    Executive Officers.  The plan provides retirement, disability,
    termination and death benefits.  Each year, as of December 31, the
    Company contributes for the benefit of each eligible participating
    employee 3-1/2% of calendar year gross wages to such participant's
    retirement account under the plan.  At least once each year, each
    participating employee's retirement account is adjusted to reflect
    investment gains or losses.

         A participating employee will be paid the full value of his
    account if the employee retires at the normal retirement age of 65,
    dies while an active member of the plan, or becomes totally and
    permanently disabled.  If a participating employee leaves the
    Company for reasons other than retirement, death or disability, the
    employee will be entitled to the full value of his vested pension
    account.  The employee's right to all or part of the value of his
    retirement account will depend on his years of service with the
    Company as provided in the following chart:


          Years of Credited             Non-forfeitable
                    Service             Percentage

                Less than 4               0%
                          4              40%
                  5 or more             100%


         As of January 31, 1994, Messrs. Cal Turner, Jr., Bob
    Carpenter, Mike Ennis, Tom Hartshorn and Leigh Stelmach had 28, 13,
    6, 2 and 4 years of credited service, respectively.  The present
    value of benefits under the plan as of January 31, 1994 was
    $193,169 for Cal Turner, Jr., $65,269 for Bob Carpenter, $34,100
    for Mike Ennis, $12,474 for Tom Hartshorn and $33,203 for Leigh
    Stelmach.  Upon retirement, each participant has the option of
    taking a lump sum or an average annual payment over a ten-year
    period.

    OTHER EXECUTIVE BENEFIT PLANS  
         Since 1988, the Company has provided a salary continuation
    plan for eligible employees (the "Salary Plan") which will continue
    to operate in 1994.  The Salary Plan generally provides for a
    retirement benefit of 100% of the employee's salary on the date of
    entry into the plan with adjustments based on certain subsequent
    salary increases.  The retirement benefit is payable over 10 years
    commencing at age 65.  The Salary Plan also provides that in the
    event an employee dies while in the employ of the Company after
    entering the Salary Plan but before retirement, his beneficiaries
    will receive 50% of such employee's salary, for a period of 10
    years.  The Named Executive Officers are eligible to participate in
    the Salary Plan, which is funded in part by life insurance
    purchased by the Company and payable to the Company on the life of
    the employee.  Participants in the Salary Plan are vested only upon
    reaching retirement age or, if retirement occurs prior to age 65,
    the Compensation Committee may decide in its sole discretion
    whether to pay benefits under the plan equal to a value no greater
    than the cash value of the life insurance policy for such person. 
    Directors of the Company who are not also executive officers or
    employees do not participate in the Salary Plan.  If the annual
    salary levels reported in the Summary Compensation Table for the
    Named Executive Officers were applicable at retirement, the
    estimated annual benefits payable over a ten-year period for
    Messrs. Cal Turner, Jr., Bob Carpenter, Mike Ennis, Tom Hartshorn
    and Leigh Stelmach are $400,000, $140,000, $125,000, $117,500, and
    $175,000, respectively.
    
<PAGE>20
    TRANSACTIONS WITH MANAGEMENT AND OTHERS

         Cal Turner, Chairman Emeritus, is engaged as a consultant to
    the Company and receives annual compensation of $60,000.  This
    amount is for consulting services unrelated to Mr. Turner's service
    as a member of the Company's Board of Directors.

         During fiscal 1994, the Company purchased from Allen Realty
    Company, Incorporated ("Allen Realty") 15 store-site properties
    primarily in small communities in Kentucky, Tennessee, Arkansas and
    Illinois for $1,342,500.  Previously, the Company leased from Allen
    Realty buildings on these store-site properties.  After reviewing a
    property appraisal prepared by an independent property appraisal
    company for each site property, the Audit Committee approved as
    fair and beneficial to the Company the purchase of the 15
    locations.  This property purchase terminated the lease
    arrangements previously in place between the Company and Allen
    Realty Company--a company whose stock is 100% owned by members of  
    the Turner family.  During fiscal 1994, prior to the purchase,
    rental payments on these stores totaled approximately $336,335,
    paid by the Company to Allen Realty Company.

         John B. Holland, a director, is President and Chief Operating 
    Officer of Fruit of the Loom, Inc., a manufacturer of underwear and
    other soft goods.  In fiscal 1994, the Company purchased
    approximately $19,000,000 in goods from Fruit of the Loom, Inc.

         During 1986, the Company moved certain of its executive
    personnel to Nashville, Tennessee.  In connection with such
    relocation, the Company agreed to make a loan to Cal Turner, Jr. to
    assist in the purchase of a new home.  The loan is in the form of a
    junior mortgage secured by the mortgaged house.  The mortgage will
    be fully paid upon a 15-year amortization of the loan.  The
    borrower is liable for the unpaid balance of the mortgage at all
    times.  The Company will forgive a portion of the amortized
    principal and interest annually, and such amount will be included
    as income to the borrower.  The Company's agreement to periodically
    forgive mortgage amounts will terminate if the borrower leaves the
    Company.  In the opinion of management, the loan was made on
    substantially the same terms, including interest rates and
    collateral, as those prevailing at the time for comparable
    transactions with other persons, and does not involve more than the
    normal risk of collectability or present other unfavorable
    features.  The outstanding loan carries an annual interest rate of
    9.0% and the amount forgiven by the Company last year was $21,117. 
    On January 31, 1994, the current balance of this junior mortgage
    was $93,333.
    
<PAGE>21
    PROPOSAL NO. 2:  RATIFICATION OF COOPERS & LYBRAND AS
    INDEPENDENT PUBLIC ACCOUNTANTS

         The Board of Directors of the Company has selected Coopers &
    Lybrand to serve as its independent auditor for the current fiscal
    year.  Coopers & Lybrand has served as the Company's independent
    auditor for more than the past 30 years.  The Company has no
    information that Coopers & Lybrand has any direct or material
    indirect financial interest in the Company or any of its  
    subsidiaries, in the capacity of promoter, underwriter, voting
    trustee, director, officer or employee.

         Representatives of Coopers & Lybrand are expected to be
    present at the annual meeting and will be given the opportunity to
    make a statement if they desire to do so and to respond to
    appropriate questions.

         The Board of Directors recommends a vote FOR approval of this
    appointment.

    STOCKHOLDER PROPOSALS FOR 1995 ANNUAL MEETING

         Stockholders' proposals intended for presentation at the 1995
    Annual Meeting of Stockholders must be received by Bob Carpenter, 
    Chief Administrative Officer and Corporate Secretary, at 104
    Woodmont Boulevard, Suite 500, Nashville, Tennessee 37205 not later
    than December 29, 1994 for inclusion in the proxy statement and
    form of proxy relating to that meeting.  All such proposals must be
    in writing and mailed by Certified Mail, Return Receipt Requested,
    and must comply with Rule 14a-8 of Regulation 14A of the proxy
    rules of the Securities and Exchange Commission.

    OTHER MATTERS

         The cost of soliciting proxies will be borne by the Company. 
    In addition to this solicitation by mail, proxies may be solicited
    by officers, directors and regular employees of the Company,
    without extra compensation, personally and by mail, telephone or
    telegraph.  Brokers, nominees, fiduciaries and other custodians
    will be requested to forward soliciting material to the beneficial
    owners of shares and will be reimbursed for their expenses.  The
    Company's regularly retained investor relations firm, Corporate
    Communications, Inc., may also be called upon to solicit proxies by
    telephone and mail.

         The Board of Directors is not aware of any matter to be
    submitted for consideration at the Annual Meeting other than those
    set forth in the accompanying notice.  If any other matter properly  
    comes before the meeting for action, proxies will be voted on such
    matter in accordance with the best judgment of the persons named as
    proxies.

         The Annual Report of the Company is mailed herewith.  A copy
    of the Company's annual report to the Securities and Exchange
    Commission on Form 10-K for the year ended January 31, 1994, is
    available without charge to any stockholder on request.  Requests
    for the Company's annual report on Form 10-K should be directed by
    Bob Carpenter, Chief Administrative Officer and Corporate
    Secretary.

         Whether or not you expect to be present at the meeting in
    person, please sign, date and return the enclosed proxy promptly in
    the enclosed business reply envelopment.  No postage is necessary
    if the proxy is mailed in the United States.
    
<PAGE>22
    COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT

         Section 16(a) of the Securities Exchange Act requires the
    Company's officers and directors, and persons who own more than ten
    percent of a registered class of the Company's equity securities,
    to file reports of ownership and changes in ownership on Forms 3, 4
    and 5 with the Securities and Exchange Commission (SEC) and the
    Nasdaq National Market.  Officers, directors and greater-than-ten-
    percent stockholders are required by SEC regulation to furnish the
    Company with copies of all Forms 3, 4 and 5 they file.

         Based on the Company's review of such forms it has received
    and based on written representations from certain reporting persons
    that they were not required to file Forms 5 for specified fiscal
    years, the Company believes that all its officers, directors, and
    greater-than-ten-percent beneficial owners complied with all filing
    requirements applicable to them with respect to transactions during
    fiscal 1994 with the following exceptions: Cal Turner, Jr. did not
    timely file on Form 4 a sale of 195,918 shares; outside director
    Reginald D. Dickson did not timely report on Form 3 his status as a
    statutory insider of the Company; outside director David M. Wilds  
    did not report on Form 4 the sale of 1,172 shares of stock sold by
    his wife; officer, Ron Humphrys failed to report on Form 4 the
    purchase of 323 shares in trust for his children; and the 1980
    Turner Children Trust did not timely report on Form 3 its status as
    a statutory insider of the Company (although all transactions of
    this trust have been timely reported on forms filed by the Trust's
    trustees). With respect to the  inadvertent omissions, the required
    forms have been filed.

    METHOD OF COUNTING VOTES

         Unless a contrary choice is indicated, all duly executed
    proxies will be voted in accordance with the instructions set forth
    on the back side of the proxy card.  Abstentions and "non-votes"
    are counted as present only for purposes of determining a quorum. 
    Abstentions and "non-votes" are treated as votes against proposals
    presented to stockholders other than the election of directors.  A
    "non-vote" occurs when a nominee holding shares for a beneficial
    owner votes on one proposal, but does not vote on another proposal
    because the nominee does not have discretionary voting power and
    has not received instruction from the beneficial owner.