SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
                                  
                              FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the quarterly period April 30, 1994

Commission file number 0-4769

                     DOLLAR GENERAL CORPORATION
                                  
       (Exact name of registrant as specified in its charter)

     KENTUCKY                           61-0502302
     (State or other jurisdiction of    (I.R.S. employer
      incorporation or organization)     identification no.)

                     104 Woodmont Blvd.
                        Suite 500
                Nashville, Tennessee 37205
    (Address of principal executive offices, zip code)

Registrant's telephone number, including area code: (615) 783-2000

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes  X   No____.

The number of shares of common stock outstanding at May 16, 1994
was 53,014,870.


<PAGE>2
XXXBEGIN PAGE 2 HEREXXX

           Dollar General Corporation
   
                  Form 10-Q
            
       For the Quarter Ended April 30, 1994

                    Index
              

Part I.   Financial Information                        Page No.


     Item 1.   Financial Statements (unaudited):

               Consolidated Statements of
               Income for the three months ended
               April 30, 1994 and 1993                      3

               Consolidated Balance Sheets as of
               April 30, 1994, January 31, 1994 and
               April 30, 1993                               4
                         
               Consolidated Statements of Cash Flows for
               the three months ended April 30, 1994
               and April 30, 1993                           5

               Notes to Consolidated Financial

               Statements                                   6-7


     Item 2.   Management's Discussion and Analysis
               of Financial Condition and Results of
               Operations                                   8-10


Part II.  Other Information


     Item 6.   Exhibits and Reports on Form 8-K             11   

Signatures                                                  12


<PAGE>3
XXXBEGIN PAGE 3 HEREXXX


PART I - FINANCIAL INFORMATION

ITEM 1.   Financial Statements

<TABLE>
<CAPTION>
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the three months ended April 30, 1994 and 1993
(amounts in thousands except per share amounts)
(unaudited)

                                             April 30,      April 30,                                                        
                                             1994           1993                                
<S>                                         <C>            <C>             
Net Sales                                   $287,086       $221,799                                                         
     
Cost of goods sold                           207,106        159,310        
                                            ________       ________        
   Gross profit                               79,980         62,489         

Selling, general and
   administrative expense                     64,304         52,354         
                                            ________       ________        
   Operating profit                           15,676         10,135          

Interest expense                                 392            506           
                                            ________       ________        
   Income before taxes                      
   on income                                  15,284          9,629          

Provision for taxes on income                  5,770          3,707          
                                            ________       ________        
   Net income                                  9,514          5,922          
                                            ________       ________        
Net income per share                        $    .17       $    .11        
                                            ________       ________        
Weighted average number of
   shares outstanding                         54,755         53,570          
                                            ________       ________        
Cash dividends per share
   As declared                              $    .05       $    .05        
                                            ________       ________        
   Adjusted to give appropriate retro-
   active effect to the five-for-four
   stock splits distributed on April 15,
   1994 and September 17, 1993              $    .05       $    .03        
                                            ________       ________                      
</TABLE>
                                                                       
The accompanying notes are an integral part of this statement.


<PAGE>4
XXXBEGIN PAGE 4 HEREXXX


<TABLE>
<CAPTION>
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of April 30, 1994, January 31, 1994 and April 30, 1993
(amounts in thousands)
                  
ASSETS                                      April 30,      January 31,     April 30,
                                            1994           1994            1993
                                            (unaudited)                    (unaudited)
<S>                                         <C>            <C>             <C>
Current Assets:                             
   Cash and cash equivalents                $ 30,282       $ 35,365        $ 17,427

   Merchandise inventories                   304,242        260,042         276,938

   Deferred income taxes                       9,893          9,664           8,335

   Other current assets                        8,465          8,397           7,000

   Income Taxes                                  679          1,563               0
                                            ________       ________        ________
     Total current assets                    353,561        315,031         309,700
                                            ________       ________        ________
Property & equipment, at cost                132,492        124,827          98,350

   Less: Accumulated depreciation             50,935         47,322          39,814
                                            ________       ________        ________      
                                              81,557         77,505          58,536       
Other Assets                                   4,684          4,701           5,770
                                            ________       ________        ________
                                            $439,802       $397,237        $374,006
                                            ________       ________        ________
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Current portion of long-term debt        $  1,303       $  1,302        $  1,301

   Short-term borrowings                      27,000         18,000          25,000

   Accounts payable                          101,060         81,038         101,347

   Accrued expenses                           46,547         47,906          36,799

   Income taxes                                    0              0           6,249
                                            ________       ________        ________
       Total current liabilities             175,910        148,246         170,696

Long-term debt                                 4,801          5,711           6,104

Deferred income taxes                          2,563          2,563           2,606

Shareholders' equity:
   Common stock                               27,248         27,248          17,820
   Additional paid-in capital                 73,861         65,857          57,684
   Retained earnings                         158,031        151,165         123,833
                                            ________       ________        ________
                                             259,140        244,270         199,337

   Less treasury stock                         2,612          3,553           4,737
                                            ________       ________        ________
                                             256,528        240,717         194,600
                                            ________       ________        ________
                                            $439,802       $397,237        $374,006
                                            ________       ________        ________
</TABLE>

The accompanying notes are an integral part of this statement.


<PAGE>5
XXXBEGIN PAGE 5 HEREXXX


<TABLE>
<CAPTION>
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the three months ended April 30, 1994 and 1993
(amounts in thousands)
(unaudited)
                            
                                                   April 30,       April 30,  
                                                   1994            1993
<S>                                                <C>             <C>
Cash flows from operating activities:
   Net income                                      $   9,514       $  5,922
   Adjustments to reconcile net income
     to net cash provided by operating
     activities:                                   
     Depreciation and amortization                     3,684          2,496
     Deferred income taxes                          (    229)       (   700)
   Change in operating assets and liabilities:
     Merchandise inventories                        ( 44,200)       (60,095)
     Accounts payable, trade                          20,022         37,322
     Accrued expenses                               (  1,359)       (   871)
     Income taxes                                        884          2,234 
     Other                                               138        ( 1,930)
                                                   _________       ________
     Net cash provided (used) by                   
      operating activities                          ( 11,546)       (15,622)
                                                   _________       ________

Cash flows used in investing activities:
   Purchase of property & equipment                 (  7,922)       ( 5,002)
                                                   _________       ________

Cash flows provided by financing activities:
   Issuance of short-term borrowings                  17,000         30,000
   Repayments of short-term borrowings              (  8,000)       (15,000)
   Repayments of long-term debt                     (    909)       (   908)
   Payments of cash dividend                        (  2,648)       ( 1,664)
   Proceeds from exercise of stock options             4,780            550
   Tax benefits from exercise of stock options         4,162            590
   Other                                                   0        (   563)
                                                   _________       ________
     Net cash provided by financing activities        14,385         13,005
                                                   _________       ________
Net increase (decrease) in cash and equivalents    (   5,083)      (  7,619)
Cash and cash equivalents at beginning of year        35,365         25,046
                                                   _________       ________
Cash and cash equivalents at end of period         $  30,282       $ 17,427
                                                   _________       ________                        
</TABLE>

The accompanying notes are an integral part of this statement.


<PAGE>6
XXXBEGIN PAGE 6 HEREXXX

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. Basis of Presentation

   The accompanying financial statements are presented in
accordance with the requirements of Form 10-Q and consequently do
not include all of the disclosures normally required by generally
accepted accounting principles or those normally made in the
Company's Annual Report on Form 10-K.  Accordingly, the reader of
the Form 10-Q may wish to refer to the Company's Form 10-K for the
year ended January 31, 1994 for additional information.

   The accompanying financial statements have been prepared in
accordance with the Company's customary accounting practices and
have not been audited.  All subsidiaries are included.  In
management's opinion, all adjustments (all of which are normal
recurring accruals) necessary for a fair presentation of the
results of operations for the three month periods ended April 30,
1994 and 1993, respectively have been made.

   Because of the seasonal nature of the Company's business, the
results for interim periods are not necessarily indicative of the
results to be expected for the year.

2. Net Income Per Common Share

   Net income per common share is based upon the actual weighted
average number of common shares outstanding during each period plus
the assumed exercise of dilutive stock options as follows:


<TABLE>
<CAPTION>
                                             Three Months        
                                             Ended April 30  
                                             Shares (000's)                                                     
                                            1994        1993
<S>                                        <C>          <C>                   
Actual weighted average number              
  of shares outstanding during
  the period                               52,612       50,747                

Equivalent number of shares
  representing the dilutive effect
  of stock options using the
  "treasury stock method"                   2,143        2,823    
                                           ______       ______                
Weighted Average Shares                    54,755       53,570                
                                           ______       ______                
</TABLE>



<PAGE>7
XXXBEGIN PAGE 7 HEREXXX

3. Changes in shareholder's equity for the three months ended April 30, 1994 
    and 1993 were as follows (dollars in thousands except per share amounts):


<TABLE>
<CAPTION>
                                                            Additional      Retained      Treasury
                                            Common Stock   Paid-In Capital  Earnings       Stock
<S>                                           <C>            <C>            <C>           <C   
Balances, January 31, 1993                    $17,820        $57,246        $119,580      $4,881

   Net Income                                                               $  5,922

   Cash dividend, $.05 per
     share, as declared                                                      ( 1,669)     

   Reissuance of treasury stock
     under stock incentive plans                             (   152)                     (  144)
     
   Tax benefit from
     exercise of options                                         590        
                                              _______        _______        ________      ______

Balances, April 30, 1993                      $17,820        $57,684        $123,833      $4,737
                                              _______        _______        ________      ______

Balances, January 31, 1994                    $27,248        $65,857        $151,165      $3,553

   Net Income                                                                  9,514

   Cash dividend, $.05 per
     share, as declared                                                      ( 2,648)     

   Reissuance of treasury stock
     under stock incentive plans                               3,842                      (  941)

   Tax benefit from
     exercise of options                                       4,162
                                              _______        _______        ________      ______
Balances, April 30, 1994                      $27,248        $73,861        $158,031      $2,612
                                              _______        _______        ________      ______
</TABLE>



<PAGE>8
XXXBEGIN PAGE 8 HEREXXX


I
TEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS 
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

   The nature of the Company's business is highly seasonal. 
Historically, sales in the fourth quarter have been substantially
higher than sales achieved in each of the first three quarters of
the fiscal year.  Thus, expenses, and to a greater extent operating
income, vary greatly by quarter.  Caution, therefore, is advised
when evaluating results of a period shorter than a full year or
when comparing any period other than to the same period of the
previous year.

   NET SALES.  Net sales for the first three months of fiscal 1995
increased $65.3 million, or 29.4%, to $287.1 million from $221.8
million for the comparable period of fiscal 1994.  The increase
resulted from 199 net additional stores being open during the first
nine months of fiscal 1995 as compared to the same prior year
period and an increased of 15.8% in same store sales.  The Company
regards same stores as those opened prior to the beginning of the
previous fiscal year which have remained open throughout the
previous fiscal year and the period reported.  Management believes
that the same store sales increase is a continued reflection of the
success of its everyday low price strategy and merchandise
selection and generally improved economic conditions.

   GROSS PROFIT.  Gross profit for the first three months of
fiscal 1995 was $80.0 million, or 27.9% of net sales, compared to
$62.4 million, or 28.2% of net sales, for the comparable period in
the prior fiscal year.  The decline resulted from greater
merchandise markdowns and lower purchase discounts, which were
partially offset by a smaller LIFO charge.  The estimate of shrink
was virtually unchanged from the prior year and the LIFO charge was
0.15% of net sales compared to 0.64% a year ago.  Cost of goods
sold is determined in the first, second and third quarters
utilizing estimates of inventory shrinkage, inflation and
markdowns.  Adjustments of these estimates based upon actual
results are included in cost of goods sold in the fourth quarter.  


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XXXBEGIN PAGE 9 HEREXXX

   SELLING, GENERAL AND ADMINISTRATIVE EXPENSE.  Selling, general
and administrative expense for the current quarter equaled $64.3
million, or 22.4% of sales versus $52.4 million or 23.6% of sales
in the same period last year.  This decrease was principally due to
the 15.8% increase in same store sales exceeding the 14.9% increase
in same store expenses.  Advertising expense was also lower due to
a change in advertising mix from utilizing print and broadcast
media last fiscal year to employing almost solely printed
advertising this fiscal year.

   INTEREST EXPENSE.  Interest expense decreased 22.5% to $392
thousand for the first three months of fiscal 1995 from $506
thousand for the comparable prior year period.  The decrease
resulted from lower interest rates, which more than offset higher
average borrowings.
   
LIQUIDITY AND CAPITAL RESOURCES

   Cash flows from operating activities.  Cash flows used in
operating activities totaled $11.5 million during the first quarter
of fiscal 1995 compared to $15.6 million in first quarter of fiscal
1994.  This decrease in use of cash resulted from higher income and
depreciation offset partially by increase in inventories of $44.2
million ($60.1 million in the prior year period). Trade payables
increased by $20.0 million as compared to an increase of $37.3
million in first quarter 1994.  This smaller relative increase in
trade payables is due principally to a greater proportion of
merchandise purchases being imported and financed by letters of
credit rather than by trade credit.

   Cash flows from investing activities.  Cash used for capital
expenditures during the first quarter related to increase in stores
in fiscal year 1995 was $7.9 million as compared to $5.0 million in
the comparable period in 1994.  The current year expenditures are
primarily referable to opening, remodeling and relocating stores;
providing new fixtures to stores; and costs associated with the
construction of the new Ardmore, Oklahoma distribution center.

   Cash flows from financing activities.  The Company's short-term
borrowings during the first quarter of fiscal 1995 increased $9.0
million to $27.0 million compared to an increase of $15.0 million
to $25.0 million during the same period of the prior fiscal year.
The increased short-term borrowings were due to the cash used in
operating activities discussed above.  The Company's long-term
obligations during the first quarter of fiscal 1995 decreased $0.9
million to $4.8 million compared to a decrease of $0.9 million to
$6.1 million during the first quarter of fiscal 1994.


<PAGE>10
XXXBEGIN PAGE 10 HEREXXX

   Because the Company emphasizes seasonal events, such as
Christmas and back-to-school, its working capital requirements vary
significantly during the year.  Bank credit facilities equaled
$100.0 million at April 30, 1994 ($65 million revolving credit/term
loan facility plus $35.0 million seasonal line of credit).  The
Company had no seasonal line of credit borrowings as of April 30,
1994 or 1993.  The Company believes it can continue to meet its
seasonal working capital and capital expenditure requirements
through cash flows provided by operating activities supplemented by
the revolving credit term loan facility and credit lines currently
in place.

   The Company's liquidity position is set forth in the following
table (dollar amounts in thousands):


<TABLE>
<CAPTION>
                                    April 30,      January 31,    April 30,     
                                    1994           1994           1993
<S>                                <C>             <C>            <C>    
Current ratio                          2.0x           2.1x           1.8x       
Total debt/equity                     12.9%          10.4%          16.7%
Long-term debt/equity                  1.9%           2.4%           3.1%
Working capital                     $177,651       $166,785       $139,004
Average daily use of debt:
  (fiscal year to date)
   Short-term                         28,876         34,102         19,562
   Long-term                           6,488          7,335          7,788
                                    ________       ________       ________
   Total                              35,364         41,437         27,750
                                    ________       ________       ________
Maximum outstanding
   short-term debt                                         
   (fiscal year-to-date)            $ 35,000       $ 70,909       $ 40,000
                                    
</TABLE>



<PAGE>11
XXXBEGIN PAGE 11 HEREXXX
      

 
                   PART II - OTHER INFORMATION 


Item 6.   Exhibits and reports on Form 8-K

          (b) No reports on Form 8-K have been filed during the
              quarter ended April 30, 1994.


<PAGE>12
XXXBEGIN PAGE 12 HEREXXX



SIGNATURES

   Pursuant to the requirements of the Securities Exchange act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                              DOLLAR GENERAL CORPORATION
                              (Registrant)




Date: May 14, 1994            By:/S/ C. Kent Garner
                                 C.Kent Garner, Vice President,
                                 Treasurer and Chief Financial
                                 Officer