UNITED STATES
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): May 24, 2005

Dollar General Corporation

(Exact Name of Registrant as Specified in Charter)

          Tennessee                001-11421                 61-0502302
--------------------------------------------------------------------------------
 (State or Other Jurisdiction     (Commission             (I.R.S. Employer
      of Incorporation)           File Number)            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


(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

(a) Director Fees. On May 24, 2005, the Board of Directors of Dollar General Corporation (the "Company") approved the following schedule of fees for the directors of the Company who are not otherwise officers or employees of the Company or any of its subsidiaries or affiliates (the "Non-Employee Directors"), to be effective for meetings held on or after May 25, 2005:

Annual Cash Retainer (payable in quarterly installments):


All Board Members: $35,000

Additional Cash Retainer (payable in quarterly installments):

   Audit Committee Chair:                 $20,000
   Other Committee Chair:                 $10,000
   Presiding Director:                    $15,000

Board and Committee Meeting Fees:
   Attended in Person:
      Audit Committee                     $1,500/meeting
      Other Committees                    $1,250/meeting
   Telephonic:                            $625/meeting

Equity Grants:
4,600 Restricted Stock Units/year (under the terms of the Company's 1998 Stock Incentive Plan)

Directors also receive reimbursement for fees and expenses incurred in connection with continuing education seminars and travel expenses related to meeting attendance or Company-requested appearances.

Non-Employee Directors may defer all or a part of any fees normally paid by the Company to them pursuant to a voluntary nonqualified compensation deferral plan. The compensation eligible for deferral includes the annual retainer, meeting and other fees, as well as any per diem compensation for special assignments, earned by a director for service to the Board or one of its committees. The compensation deferred is credited to a liability account, which is then invested at the option of the director in either an account that mirrors the performance of a fund selected by the Compensation Committee or its delegate (the "Mutual Fund Options") or in a phantom stock account which mirrors the performance of our common stock (the "Common Stock Option"). In accordance with a director's election, the deferred compensation will be paid in a lump sum or in monthly installments over a 5, 10 or 15-year period, or a combination of both, at the time designated by the plan upon a director's resignation or termination from the Board. However, a director may request to receive an "unforeseeable emergency hardship" in-service lump sum distribution of amounts credited to his account in accordance with the terms of the deferral plan. All deferred compensation will be immediately due and payable upon a "change in control" (as defined in the compensation deferral plan) of the Company. Effective January 1, 2005, account balances deemed to be invested in the Mutual Fund Options are payable in cash and account balances deemed to be invested in the Common Stock Option are payable in shares of the Company's common stock and cash in lieu of fractional shares. Prior to January 1, 2005, all account balances were payable in cash.

(b) Equity Grants to Non-Employee Directors. On May 24, 2005, each of the Non-Employee Directors of the Company (i.e., David Bere, Dennis Bottorff, Barbara Bowles, James Clayton, Reginald Dickson, E. Gordon Gee, Barbara Knuckles, J. Neal Purcell, James Robbins, and David Wilds) received an automatic grant of 4,600 restricted stock units ("RSUs") pursuant to the terms of the Company's 1998 Stock Incentive Plan. Each RSU represents the right to receive

2

one share of the Company's common stock for each RSU. The RSUs generally vest on the first anniversary of the grant date, if the director is still serving as a director on that date, subject to accelerated vesting provisions as provided in the 1998 Stock Incentive Plan; however, no common stock may be distributed, nor any amount paid, to any director in respect of RSUs until the director has ceased to be a member of the Board. Dividend equivalents on the RSUs are credited to the director's RSU account in accordance with the terms of the 1998 Stock Incentive Plan.

(c) Annual Incentive Plan. On May 24, 2005, the Company's shareholders approved the Dollar General Corporation Annual Incentive Plan. The Annual Incentive Plan is designed to attract and retain executives and to motivate those executives to promote the profitability and growth of the Company by means of performance-based annual cash bonuses.

The Compensation Committee of the Company's Board of Directors determines who is eligible to participate in the Annual Incentive Plan. Any of the Company's executive officers or the executive officers of any of its subsidiaries may be selected by the Compensation Committee to participate in the plan. The Company currently has 9 executive officers, all of whom are eligible to participate in the plan in 2005.

The plan authorizes the payment of cash bonuses based on the Company's actual performance measured against established business and/or financial performance measures. Within 90 days of the start of each fiscal year, the Compensation Committee of the Company's Board of Directors determines the executives who will be participants in the plan and approves the performance measure or measures upon which performance goals will be based, the performance goal or goals applicable to each chosen performance measure, the relative weight of each performance measure if more than one is selected, and each participant's target bonus percentage. No participant can receive a bonus under the plan in excess of $2.5 million in any fiscal year. The Compensation Committee can base performance goals on one or more of the following performance measures:

o   Net earnings or net income (before    o   Earnings before or after taxes,
    or after taxes)                           interest, depreciation, and/or
o   Net sales or revenue growth               amortization
o   Return measures (including, but       o   Gross or net operating profit
    not limited to, return on assets,     o   Cash flow (including, but not
    capital, invested capital, equity,        limited to, operating cash
    sales or revenue)                         flow, free cash flow, and cash
o   Earnings per share                        flow return on capital)
o   Productivity ratios                   o   Gross or operating margins
o   Expense targets                       o   Share price (including, but not
o   Operating efficiency                      limited to, growth measures and
o   Working capital targets                   total shareholder return)
o   Volume                                o   Margins
o   Market share                          o   Customer satisfaction
o   Regulatory ratings                    o   Economic value added
o   Net worth                             o   Capital expenditures
o   Safety                                o   Costs
                                          o   Asset quality

No bonus can be paid under the plan unless and until the Compensation Committee certifies in writing that the previously established performance goal or goals have been satisfied. The Compensation Committee may reduce or eliminate any bonus in its discretion despite achievement of the performance goal or

3

goals, but the Committee may not increase the amount of bonus payable to a "covered employee" (i.e., the Company's Chief Executive Officer and other four most highly-compensated executive officers). The plan allows a participant to elect in writing to defer the payment of his or her award in accordance with the terms of the Company's CDP/SERP Plan as it exists from time to time. The plan does not limit the Company's ability to make payments or awards to employees (including executive officers) under any other plan or arrangement.

In recent years, the Compensation Committee has selected net income as the sole performance measure upon which to base the performance goals in connection with the annual bonus program. The Compensation Committee has again selected net income as the sole performance measure for 2005. Net income for this purpose shall be computed in accordance with generally accepted accounting principles, but shall exclude the impact of any items related to the Company's restatement of audited financial results for 1998 and 1999 and unaudited results for 2000 along with any unplanned items of a non-recurring or extraordinary nature. In addition, the Compensation Committee has determined that no executive officer is eligible to receive a bonus under the plan in 2005 unless that officer receives a satisfactory or better performance rating when evaluated against his or her individual performance goals. The bonus to be paid under the Annual Incentive Plan to each executive officer named in the Company's 2005 Proxy Statement if the Company reaches the threshold, target or maximum net income levels established by the Compensation Committee is equal to the applicable percentage, as set forth in the chart below, of such officer's salary. If the net income level falls between the threshold and target net income levels or between the target and maximum net income levels, then each such officer shall receive a payment on a graduated scale commensurate with net income levels.

---------------- ---------------- ---------------- ----------------
      Name          Threshold          Target          Maximum
      ----          ---------          ------          -------

---------------- ---------------- ---------------- ----------------
   Mr. Perdue           50%              80%             160%
---------------- ---------------- ---------------- ----------------
  Mr. Tehle, Ms.        25%              65%             100%
   Guion, Ms.
  Lanigan, Mr.
    O'Briant
---------------- ---------------- ---------------- ----------------

Payments made under the plan will be taxable to the recipients when paid. If a participant properly elects to defer a portion of the bonus award to the Company's CDP/SERP Plan, or any successor plan, the participant will generally be entitled to defer the recognition of income. The Company intends for payments under the plan to qualify as "performance-based" compensation under Section 162(m) of the Internal Revenue Code. As a result, the Company will generally be entitled to a Federal income tax deduction corresponding to the amount of income recognized by the participant. Effective generally January 1, 2005, plans that are not tax-qualified under which compensation may be deferred must comply with
Section 409A of the Internal Revenue Code (as added by The American Jobs Creation Act of 2004). Section 409A provides specific rules for deferral elections, distributions and funding mechanisms under non-qualified deferred compensation plans. Failure to comply would result in significant penalties and interest for the individual but would not impact our tax deduction for deferred compensation.

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 26, 2005, Dollar General Corporation (the "Company") issued a news release regarding results of operations and financial condition for the first quarter ended April 29, 2005. The news release is attached hereto as Exhibit 99 and incorporated by reference as if fully set forth herein.

4

ITEM 7.01. REGULATION FD DISCLOSURE

The information set forth in Item 2.02 above is incorporated herein by reference. The press release also sets forth information regarding the planned conference call and webcast to discuss first quarter earnings, the outlook for the fiscal 2005 second quarter and full year, and other matters.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of businesses acquired. N/A
(b) Pro Forma Financial Information. N/A
(c) Exhibits. See Exhibit Index immediately following the signature page hereto.

5

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 hereunto duly authorized.

Date:  May 26, 2005                        DOLLAR GENERAL CORPORATION
       ------------


                                           By: /s/ Susan S. Lanigan
                                               ---------------------------------
                                               Susan S. Lanigan
                                               Executive Vice President and
                                               General Counsel

6

EXHIBIT INDEX

Exhibit No.         Description
-----------         -----------

    99              News release dated May 26, 2005.

7

Exhibit 99

Dollar General Reports First Quarter 2005 Earnings; Comments on Outlook

GOODLETTSVILLE, Tenn.--(BUSINESS WIRE)--May 26, 2005--Dollar General Corporation (NYSE:DG) today reported diluted earnings per share ("EPS") of $0.20 for the quarter ended April 29, 2005, compared with EPS of $0.20 for the prior year quarter ended April 30, 2004. Net income for the first quarter of 2005 was $64.9 million, 4.3 percent below net income of $67.8 million for the first quarter of fiscal 2004.
Net sales during the first quarter of 2005 increased 13.2 percent to $1.98 billion from $1.75 billion in the first quarter of 2004. The increase is primarily a result of net new stores and a same-store sales increase of 4.9 percent.
Gross profit during the current year period was $563.3 million, or 28.5 percent of sales, versus $512.3 million, or 29.3 percent of sales, during the comparable period in the prior year. The decrease in the gross profit rate is primarily attributable to lower sales, as a percent of total sales, in the Company's seasonal, home products and basic clothing categories, which have higher than average markups. Higher transportation costs also contributed to the decline in the gross profit rate. These factors were partially offset by the Company's higher average markups on beginning inventories.
Selling, general and administrative expenses ("SG&A") during the current year period were $456.4 million, or 23.1 percent of sales, versus $397.7 million, or 22.8 percent of sales, during the comparable period in the prior year. The increase in SG&A as a percent to sales is primarily the result of increases in store occupancy costs, including rent and utility expenses, repairs and maintenance, and fees associated with increased customer usage of debit cards. These increases were partially offset by decreases from the 2004 quarter in consulting fees relating to the Company's EZstore project and fees associated with Sarbanes-Oxley compliance efforts which did not recur in the 2005 quarter.
During the current year period, the Company repurchased approximately 1.2 million shares of its common stock for $25.1 million. These repurchases increase to 1.7 million the total number of shares repurchased under the Company's current ten million-share authorization, which expires November 30, 2005.

2005 Outlook

The Company expects EPS of $0.20-$0.23 for its second quarter ending July 29, 2005. For the fiscal year ending February 3, 2006, the Company believes that its previously reported EPS outlook of $1.15-$1.20 (after eliminating the effect of expensing stock options included in the Company's previous outlook), while still achievable, will be more difficult to attain considering the lower than anticipated earnings during its first quarter, as well as continuing concerns regarding the potential negative impact of the economy on discretionary spending of the Company's customers.

Conference Call

The Company will host a conference call on Thursday, May 26, 2005, at 10 a.m. EDT to discuss the quarter's results. The security code for the conference call is "Dollar General." If you wish to participate, please call (334) 260-2280 at least 10 minutes before the conference call is scheduled to begin. The call will also be broadcast live online at www.dollargeneral.com and can be accessed by clicking on the homepage "Spotlight Item." A replay of the conference call will be available until 5 p.m. EDT on Thursday, June 9, online or by calling
(334) 323-7226. The replay pass code is 11237744.

Non-GAAP Disclosures

Return on invested capital ("ROIC"), included in the accompanying schedules to this release, may be considered a non-GAAP financial measure. Management believes that return on invested capital is useful because it provides investors with additional useful information for evaluating the efficiency of the Company's capital deployed in its operations. In addition, the Company has provided a calculation of ROIC and return on assets, computed using net income, excluding a restatement-related penalty, a non-GAAP measure, which management believes more clearly reflects the ongoing operations of the Company. This information should not be considered a substitute for any measures derived in accordance with GAAP. The Company has included its calculations of these non-GAAP measures and reconciliations to the most comparable GAAP financial measures in the accompanying schedules.

Forward-Looking Information

This press release contains forward-looking information, such as the information in the section entitled "2005 Outlook." The words "believe," "anticipate," "project," "plan," "schedule," "expect," "estimate," "objective," "forecast," "goal," "intend," "will likely result," or "will continue" and similar expressions generally identify forward-looking statements. These matters involve risks, uncertainties and other factors that may cause the actual performance of the Company to differ materially from that expressed or implied by these forward-looking statements. All forward-looking information should be evaluated in the context of these risks, uncertainties and other factors. The Company believes the assumptions underlying these forward-looking statements 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 statements. Factors that may result in actual results differing from such forward-looking information include, but are not limited to:

-- fuel price and interest rate fluctuations; -- a deterioration in general economic conditions whether caused by acts of war, terrorism or other factors; -- changes in demand due to unexpected or unusual weather patterns, economic conditions or other factors; -- transportation and distribution delays or interruptions both domestically and internationally; -- labor shortages in the trucking industry; -- the Company's ability to negotiate effectively the cost and purchase of merchandise;
-- prolonged or repeated price increases of certain raw materials that could affect vendors' product costs; -- inventory risks due to shifts in market demand; -- changes in product mix;
-- interruptions in suppliers' businesses; -- the inability to execute operating initiatives; -- costs and potential problems and interruptions associated with implementation of new or upgraded systems and technology or with maintenance or adequate support of existing systems; -- a continued rise in health insurance costs or workers' compensation costs;
-- seasonality of the Company's business such as a sales shortfall during the Christmas selling season; -- unanticipated changes in the federal or state minimum wage or living wage requirements;
-- changes in federal or state regulations governing the sale of the Company's products, particularly "over-the-counter" medications or health products;
-- excessive costs and delays associated with building, opening and operating new stores;
-- excessive costs and delays associated with building or opening distribution centers;
-- results of legal proceedings and claims; and -- other risk factors described in the Company's Form 10-K for the fiscal year ended January 28, 2005, filed with the SEC on April 12, 2005, and most recent Form 10-Q, as well as elsewhere in this press release.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Except as may be required by law, 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. Readers are advised, however, to consult any further disclosures the Company may make on related subjects in its public disclosures or documents filed with the SEC.

About Dollar General

Dollar General is a Fortune 500(R) discount retailer with 7,551 neighborhood stores as of April 29, 2005. Dollar General stores offer convenience and value to customers by offering consumable basic items that are frequently used and replenished, such as food, snacks, health and beauty aids and cleaning supplies, as well as a selection of basic apparel, housewares and seasonal items at everyday low prices. The Company store support center is located in Goodlettsville, Tennessee. Dollar General's Web site can be reached at www.dollargeneral.com.

DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(Dollars in thousands)

                                   April 29,   April 30,  January 28,
Subject to reclassification          2005        2004        2005
--------------------------------- ----------- ----------- -----------
                                  (Unaudited) (Unaudited)
ASSETS                                        (Restated)
                                                  (a)
Current assets:
   Cash and cash equivalents      $  236,523  $  206,699 $   232,830
   Short-term investments                  -      71,651      42,925
   Merchandise inventories         1,465,981   1,277,185   1,376,537
   Deferred income taxes              21,525      21,852      24,908
   Prepaid expenses and other
    current assets                    59,166      52,271      53,702
--------------------------------- ----------- ----------- -----------
   Total current assets            1,783,195   1,629,658   1,730,902
--------------------------------- ----------- ----------- -----------

Property and equipment, at cost    1,990,986   1,775,496   1,940,335
Less:  accumulated depreciation
 and amortization                    898,989     789,441     859,497
--------------------------------- ----------- ----------- -----------
Net property and equipment         1,091,997     986,055   1,080,838
--------------------------------- ----------- ----------- -----------
Other assets, net                     29,346      26,464      29,264
--------------------------------- ----------- ----------- -----------
Total assets                      $2,904,538  $2,642,177  $2,841,004
================================= =========== =========== ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Current portion of long-term
    obligations                   $   10,737  $   16,880  $   12,860
   Accounts payable                  459,742     510,187     409,327
   Accrued expenses and other        322,742     293,568     333,889
   Income taxes payable               54,557      38,322      69,616
--------------------------------- ----------- ----------- -----------
   Total current liabilities         847,778     858,957     825,692
--------------------------------- ----------- ----------- -----------

Long-term obligations                256,452     261,621     258,462
Deferred income taxes                 72,342      56,137      72,385

Shareholders' equity:
   Preferred stock                         -           -           -
   Common stock                      164,071     164,354     164,086
   Additional paid-in capital        441,119     386,158     421,600
   Retained earnings               1,129,626     920,783   1,102,457
   Accumulated other
    comprehensive loss                  (928)     (1,108)       (973)
--------------------------------- ----------- ----------- -----------
                                   1,733,888   1,470,187   1,687,170
   Other shareholders' equity         (5,922)     (4,725)     (2,705)
--------------------------------- ----------- ----------- -----------
   Total shareholders' equity      1,727,966   1,465,462   1,684,465
--------------------------------- ----------- ----------- -----------
Total liabilities and
 shareholders' equity             $2,904,538  $2,642,177  $2,841,004
================================= =========== =========== ===========

(a) The balance sheet as of April 30, 2004 has been restated using the accounting practices for leases described in the Company's press release dated March 3, 2005.

DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income
(Dollars in thousands, except per share amounts)

(Unaudited)

                             For the Quarter (13 Weeks) Ended
                      -----------------------------------------------
                       April 29,   % of Net    April 30,   % of Net
                         2005        Sales       2004        Sales
                      ----------- ----------- ----------- -----------
Net sales             $1,977,829      100.00% $1,747,959      100.00%
Cost of goods sold     1,414,480       71.52   1,235,709       70.69
--------------------- ----------- ----------- ----------- -----------
Gross profit             563,349       28.48     512,250       29.31
Selling, general and
 administrative          456,428       23.08     397,700       22.75
--------------------- ----------- ----------- ----------- -----------
Operating profit         106,921        5.41     114,550        6.55
Interest income           (2,616)      (0.13)     (2,002)      (0.11)
Interest expense           5,968        0.30       8,444        0.48
--------------------- ----------- ----------- ----------- -----------
Income before taxes
 on income               103,569        5.24     108,108        6.18
Provisions for taxes
 on income                38,669        1.96      40,259        2.30
--------------------- ----------- ----------- ----------- -----------
Net income            $   64,900        3.28% $   67,849        3.88%
===================== =========== =========== =========== ===========

Diluted earnings per
 share                $     0.20              $     0.20
===================== ===========             ===========
Weighted average
 diluted shares
 (000s)                  331,218                 337,257
===================== ===========             ===========
Basic earnings per
 share                $     0.20              $     0.20
===================== ===========             ===========
Weighted average
 basic shares (000s)     328,208                 334,109
===================== ===========             ===========
Dividends per share   $    0.040              $    0.040
===================== ===========             ===========

DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Dollars in thousands)

(Unaudited)

                                                 For the Quarter
                                                 (13 Weeks) Ended
                                              -----------------------
                                               April 29,   April 30,
                                                 2005        2004
                                              ----------- -----------
Cash flows from operating activities:
  Net income                                  $   64,900  $   67,849
  Adjustments to reconcile net income to net
   cash provided by operating activities:
     Depreciation and amortization                44,006      39,636
     Deferred income taxes                         3,340      12,559
     Tax benefit from stock option exercises       2,967       2,172
     Change in operating assets and
      liabilities:
        Merchandise inventories                  (89,444)   (120,044)
        Other current assets                      (5,464)     (2,235)
        Accounts payable                          60,526     100,549
        Accrued expenses and other               (10,824)     (9,175)
        Income taxes                             (15,086)     (7,422)
        Other                                       (170)    (15,512)
--------------------------------------------- ----------- -----------
Net cash provided by operating activities         54,751      68,377
--------------------------------------------- ----------- -----------

Cash flows from investing activities:
  Purchases of property and equipment            (65,061)    (60,703)
  Purchases of short term investments            (21,250)   (129,150)
  Sales of short term investments                 64,175     126,225
  Proceeds from sale of property and
   equipment                                         122          29
--------------------------------------------- ----------- -----------
Net cash used in investing activities            (22,014)    (63,599)
--------------------------------------------- ----------- -----------

Cash flows from financing activities:
  Repayments of long-term obligations             (4,722)     (4,063)
  Payment of cash dividends                      (13,145)    (13,319)
  Proceeds from exercise of stock options         13,494       6,546
  Repurchases of common stock                    (25,062)   (133,589)
  Other financing activities                         391         447
--------------------------------------------- ----------- -----------
Net cash used in financing activities            (29,044)   (143,978)
--------------------------------------------- ----------- -----------

Net increase (decrease) in cash and cash
 equivalents                                       3,693    (139,200)
Cash and cash equivalents, beginning of
 period                                          232,830     345,899
--------------------------------------------- ----------- -----------
Cash and cash equivalents, end of period      $  236,523  $  206,699
============================================= =========== ===========

Supplemental schedule of noncash investing
 and financing activities:
Repurchases of common stock included in
 accounts payable                             $        -  $   18,996
Purchases of property and equipment awaiting
 processing for payment, included in accounts
  payable                                     $    2,810  $   16,494
Purchases of property and equipment under
 capital lease obligations                    $      578  $      550
============================================= =========== ============

DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
Selected Additional Information
(Unaudited)

                                   Sales by Category (in thousands)
                                  -----------------------------------
                                            13 Weeks Ended
                                  -----------------------------------
                                   April 29,   April 30,       %
                                     2005        2004       Change
                                  ----------- ----------- -----------
Highly consumable                 $1,321,306  $1,114,394       18.6 %
Seasonal                             275,295     260,438        5.7 %
Home products                        211,752     214,773       (1.4)%
Basic clothing                       169,476     158,354        7.0 %
                                  ----------- ----------- -----------
   Total sales                    $1,977,829  $1,747,959        13.2%
                                  =========== =========== ===========

                                                New Store Activity
                                              -----------------------
                                                  13 Weeks Ended
                                              -----------------------
                                              April 29,   April 30,
                                                  2005        2004
                                              ----------- -----------

Beginning store count                              7,320       6,700
New store openings                                   255         244
Store closings                                        24          14
Net new stores                                       231         230
Ending store count                                 7,551       6,930
Total selling square footage (000's)              51,739      47,004



                                               Customer Transaction
                                                        Data
                                              -----------------------
                                                  13 Weeks Ended
                                              -----------------------
                                               April 29,   April 30,
                                                 2005        2004
                                              ----------- -----------

Same-store customer transactions                   +1.3%       +3.6%
Average customer purchase
   (total stores)                             $     8.79  $     8.41

DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
Non-GAAP Disclosures
Return on Invested Capital (b)
(Unaudited)

                            (Restated) (a)
                                              For the Four Quarters
                                                       Ended
                                              -----------------------
                                               April 29,   April 30,
($ in thousands)                                 2005        2004
                                              ----------- -----------

 Net income                                   $  341,241  $  306,519
 Add:
     Interest expense, net                        19,129      28,534
     Rent expense                                264,423     226,645
     Tax effect of interest and rent            (101,063)    (95,907)
                                              ----------- -----------
     Interest and rent, net of tax               182,489     159,272
                                              ----------- -----------

 Return, net of tax                           $  523,730  $  465,791
                                              ----------- -----------

 Restatement-related item - penalty expense            -      10,000
                                              ----------- -----------
 Return excluding restatement-related item    $  523,730  $  475,791
                                              ----------- -----------

 Average Invested Capital:
     Average long-term obligations (c)        $  285,575  $  295,625
     Shareholders' equity (d)                  1,589,803   1,439,889
     Average rent x 8 (e)                      1,964,272   1,684,904
                                              ----------- -----------
     Invested capital                         $3,839,650  $3,420,418
                                              ----------- -----------


 Return on invested capital                         13.6%       13.6%
                                              =========== ===========
 Return on invested capital, excluding
  restatement- related item                         13.6%       13.9%
                                              =========== ===========

(a) Net income used in the above calculations has been restated using the accounting practices for leases described in the Company's press release dated March 3, 2005.
(b) The Company believes that the most directly comparable ratio calculated solely using GAAP measures is the ratio of net income to the sum of average long-term obligations, including current portion, and average shareholders' equity. This ratio was 18.2% and 17.7% for the rolling four quarters ended April 29, 2005 and April 30, 2004, respectively.
(c) Average long-term obligations is equal to the average long-term obligations, including current portion, measured at the end of each of the last five fiscal quarters.
(d) Average shareholders' equity is equal to the average shareholders' equity measured at the end of each of the last five fiscal quarters.
(e) Average rent expense is computed using a rolling two-year period. Average rent expense is multiplied by a factor of eight to capitalize operating leases in the determination of pretax invested capital. This is a conventional methodology utilized by credit rating agencies and investment bankers.

DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
Non-GAAP Disclosures
Return on Assets
(Unaudited)

(Restated) (a)

                                              For the Four Quarters
                                                       Ended
                                              -----------------------
                                               April 29,   April 30,
($ in thousands)                                 2005        2004
                                              ----------- -----------

 Net income                                   $  341,241  $  306,519
 Restatement-related item, net of tax                  -      10,000
                                              ----------- -----------
 Net income, excluding restatement-related
  item                                        $  341,241  $  316,519
                                              ----------- -----------

 Average assets (b)                           $2,761,511  $2,497,047
                                              ----------- -----------

 Return on assets                                   12.4%       12.3%
                                              =========== ===========
 Return on assets, excluding restatement-
  related item                                      12.4%       12.7%
                                              =========== ===========

(a) Net income used in the above calculations has been restated using the accounting practices for leases described in the Company's press release dated March 3, 2005.
(b) Average assets is equal to the average total assets measured at the end of each of the last five fiscal quarters.

CONTACT: Dollar General Corporation
Investor Contact:

Emma Jo Kauffman, 615-855-5525

or
Media Contact:

Tawn Earnest, 615-855-5209