SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


_________________


FORM 8-K


Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):   January 8, 2004


Dollar General Corporation

(Exact Name of Registrant as Specified in Charter)



Tennessee


001-11421


61-0502302


(State or Other Jurisdiction

of Incorporation)


(Commission File Number)


(I.R.S. Employer

Identification No.)


100 Mission Ridge

Goodlettsville, Tennessee



37072


(Address of Principal Executive Offices)


(Zip Code)


Registrant’s telephone number, including area code:    (615) 855-4000




ITEM 5.

OTHER EVENTS AND REGULATION FD DISCLOSURE


On January 8, 2004, Dollar General Corporation (the “Company”) issued the news release attached hereto as Exhibit 99, which is incorporated by reference as if fully set forth herein, regarding the Company’s pending investigation by the Securities and Exchange Commission.


ITEM 7.

FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS


(a)

Financial Statements.

None.

(b)

Pro Forma Financial Information.  None.

(c)

Exhibits.  See Exhibit Index immediately following the signature page hereto.





SIGNATURE


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.


Date:   January 8, 2004

 

DOLLAR GENERAL CORPORATION

       
       
   

By:

/s/ Susan S. Lanigan

     

Susan S. Lanigan

Senior Vice President, General Counsel and Corporate Secretary





EXHIBIT INDEX


Exhibit No.

Description


99

News release dated January 8, 2004.



Investor Contact:

Media Contact:


Emma Jo Kauffman

Andrea Ewin Turner

(615) 855-5525

(615) 855-5209




DOLLAR GENERAL REPORTS ON STATUS OF SEC INVESTIGATION


GOODLETTSVILLE, Tenn. – January 8, 2004 – As previously disclosed by Dollar General Corporation (NYSE: DG), the staff of the U.S. Securities and Exchange Commission has been conducting an investigation related to Dollar General’s January 14, 2002 restatement of its financial results for the Company’s fiscal years 1998 through 2000.  Dollar General today announced that it has received notice that the SEC staff is considering recommending that the SEC bring a civil injunctive action against the Company for alleged violations of the federal securities laws in connection with circumstances relating to the restatement.  The Company intends to review the information provided by the SEC and respond before the staff makes its final recommendation to the SEC.


Dollar General also noted that IBM’s press release today regarding the “Wells Notice” IBM received from the SEC staff relates to the same investigation.  The transaction referenced in the IBM release was restated by Dollar General as part of the January 14, 2002 restatement described above.


Dollar General has been cooperating in the SEC’s investigation by providing documents and other information to the SEC staff and has settled the shareholder class action and derivative lawsuits related to the restatement.  


Dollar General Corporation is a publicly held, Fortune 500® discount retailer and operates more than 6,700 stores. The Company store support center is headquartered in Goodlettsville, Tennessee. Dollar General’s Web site can be reached at www.dollargeneral.com .


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