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):   March 13, 2003



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 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.


ITEM 9.

REGULATION FD DISCLOSURE


On March 13, 2003, Dollar General Corporation issued the news release attached hereto as Exhibit 99 and incorporated by reference as if fully set forth herein.





































2







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



Date:   March 13, 2003

By:  /s/ Susan S. Lanigan _____________________________

Susan S. Lanigan

Vice President, General Counsel and Corporate Secretary






































3







EXHIBIT INDEX


Exhibit No.

Description


99

News release dated March 13, 2003













































4




Exhibit 99


Emma Jo Kauffman

Andrea Ewin Turner

Investor Contact:

Media Contact:

(615) 855-5525

(615) 855-5209



DOLLAR GENERAL BOARD OF DIRECTORS DECLARES INCREASED DIVIDEND; AUTHORIZES REPURCHASE OF COMMON STOCK


GOODLETTSVILLE, Tenn. (March 13, 2003) – Dollar General Corporation (NYSE: DG) today announced that its board of directors declared a dividend of $0.035 per share, payable April 17, 2003, to common shareholders of record on April 3, 2003. This dividend declaration is a 9.4% increase from the Company’s previous quarterly dividend rate of  $0.032 per share.


In addition, the board of directors authorized the Company to repurchase up to 12 million shares of its outstanding common stock.  Purchases may be made in the open market or in privately negotiated transactions from time to time subject to market conditions. This authorization expires March 13, 2005.


“Our board and management believe that at current levels our common stock is an excellent investment for the Company,” said Don Shaffer, acting CEO, president and chief operating officer. “With our strong generation of free cash flow, we also felt it was appropriate to return a portion of our excess cash directly to our equity investors through an increased quarterly cash dividend.”


Dollar General is a Fortune 500(R) discount retailer with stores in 27 states. The Company is headquartered in Goodlettsville, Tennessee, with distribution centers in Scottsville, Kentucky; Ardmore, Oklahoma; South Boston, Virginia; Indianola, Mississippi; Fulton, Missouri; Alachua, Florida; and Zanesville, Ohio. Dollar General's Web site can be reached at www.dollargeneral.com.


This press release contains forward-looking information, including information regarding the Company's belief regarding the future value of its common stock. The Company believes the assumptions underlying the forward-looking information are reasonable; however, any of the assumptions could be inaccurate, and therefore, actual results may differ materially from those projected by, or implied in, the forward-looking information.  A number of factors may result in actual results differing from such forward-looking information, including, but not limited to: the Company’s future financial performance; the market’s valuation of the Company’s common stock; the Company's ability to maintain adequate liquidity through its cash resources and credit facilities; the Company's ability to comply with the terms of the Company's credit facilities (or obtain waivers for non-compliance); transportation and distribution delays or interruption; inventory risks due to shifts in market demand; changes in product mix; interruptions in suppliers' businesses; costs and potential problems and interruptions associated with implementation of new or upgraded systems and technology; fuel price and interest rate fluctuations; a deterioration in general economic conditions caused by acts of war or terrorism; temporary changes in demand due to weather patterns; delays associated with building, opening and operating new stores; and the impact of the SEC inquiry related to the restatement of certain of the Company's financial statements.


Readers are cautioned not to place undue reliance on this forward-looking information, which speaks only as of the date of this release.  The Company disclaims any obligation to publicly update or revise any forward-looking statements contained herein to reflect events or circumstances occurring after the date of this release or to reflect the occurrence of unanticipated events.