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): August 10, 2001

Dollar General Corporation

(Exact Name of Registrant as Specified in Charter)

              Tennessee                  001-11421              61-0502302
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(State or Other Jurisdiction of        (Commission           (I.R.S. Employer
Incorporation)                          File Number)         Identification No.)
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          100 Mission Ridge
      Goodlettsville, Tennessee                                    37072
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(Address of Principal Executive Offices)                         (Zip Code)
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Registrant's telephone number, including area code: (615) 855-4000
(Former name or former address, if changed since last report)

ITEM 9. REGULATION FD DISCLOSURE

On August 9, 2001, Dollar General Corporation (the "Company") issued a news release with respect to July sales results, year-to-date new store openings, August sales expectations, and sales and new store opening expectations for the third quarter ending November 2, 2001. Information regarding unaudited category sales and unaudited customer transactions for the four-weeks ending August 3, 2001, was also disclosed. Copies of the news release and the data regarding unaudited sales and customer transactions are incorporated herein by reference and attached hereto as Exhibits 99.1 and 99.2. The Company is filing this 8-K pursuant to the Securities and Exchange Commission's Regulation FD.

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)

August 10, 2001                                 By: /s/ Larry K. Wilcher
                                                    ----------------------
                                                    Larry K. Wilcher
                                                    General Counsel and
                                                    Corporate Secretary


Exhibit Index
-------------

Exhibit No.          Item

                     99.1 News Release issued by Dollar General Corporation
                          dated August 9, 2001

                     99.2 Dollar General Corporation unaudited category sales
                          and unaudited customer transactions


Exhibit 99.1

Investor Contact:
Kiley Fleming
(615) 855-5525

DOLLAR GENERAL REPORTS INCREASED JULY SALES

GOODLETTSVILLE, Tenn. - August 9, 2001 - Dollar General Corporation (NYSE: DG) today reported total retail sales for the four-week fiscal period ended August 3, 2001, equaled $375.6 million compared with $314.8 million for the four-week period ended July 28, 2000, an increase of 19.3 percent. Due to the Company's 53-week fiscal year in 2000, the Company's fiscal and calendar periods in 2001 do not coincide. For the four-week calendar period ended August 3, 2001, total sales increased 17.4 percent and same-store sales increased 6.6 percent compared with a 0.5 percent increase in same-store sales for the four-week period ended August 4, 2000.

For the second quarter ended August 3, 2001, Dollar General total retail sales increased 20.4 percent to $1.2 billion from $1.0 billion for the thirteen-week period ended July 28, 2000. For the thirteen-week calendar period ended August 3, 2001, total sales increased 19.6 percent and same-store sales increased 7.8 percent compared with a 1.9 percent decrease in same-store sales for the thirteen-week period ended August 4, 2000. During the quarter, the Company opened 137 new stores and closed 8 stores.

For the 26-week fiscal period ended August 3, 2001, Dollar General total retail sales increased 20.5 percent to $2.4 billion from $2.0 billion for the 26-week period ended July 28, 2000. For the 26-week calendar period ended August 3, 2001, total sales increased 19.8 percent and same-store sales increased 7.3 percent compared with a 0.6 percent increase in same-store sales for the 26-week period ended August 4, 2000. Year-to-date, the Company has opened 354 new stores and closed 25 stores. As of August 3, 2001, the Company operated 5,330 stores, totaling 36.0 million selling square feet.

Sales Outlook:
For the four-week fiscal period of August ending August 31, 2001, the Company expects total sales to increase 14-16 percent compared with total sales for the four-week period ended July 28, 2000. For the four-week calendar period, same-store sales are expected to increase 5-7 percent compared with a 1.6 percent increase in same-store sales for the four-week period ended September 1, 2000. August sales results will be released on Thursday, September 6, 2001.

For the third quarter ending November 2, 2001, total company sales are expected to increase 17-19 percent compared with total sales for the quarter ended October 27, 2000. For the 13-week calendar period ending November 2, 2001, same-store sales are expected to increase 5-7 percent compared with a 0.5 percent increase in same-store sales for the 13-week period ended November 3, 2000. For the quarter, the Company expects to open 200-250 new stores and close 5-10 stores. For the full year, the Company expects to open 600-700 new stores and close 50-60 stores.

Weekly sales trends are announced on Mondays after the market closes and can be attained online at www.dollargeneral.com or by calling (615) 855-5529.


Dollar General operates more than 5,300 neighborhood stores in 27 states.

This press release contains historical and forward-looking information. The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. 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 in the forward-looking statements. The factors that may result in actual results differing from such forward-looking information include, but are not limited to: 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), including with respect to the timely delivery of the Company's financial statements; general transportation and distribution delays or interruptions; inventory risks due to shifts in market demand; changes in product mix; interruptions in suppliers' businesses; fuel price and interest rate fluctuations; temporary changes in demand due to weather patterns; delays associated with building, opening and operating new stores; the results of the Company's on-going restatement and audit process; and the impact of the litigation and any regulatory proceedings related to such restatements. The Company undertakes no obligation to publicly release any revisions to any forward-looking statements contained herein to reflect events or circumstances occurring after the date of this report or to reflect the occurrence of unanticipated events.

# # #


Exhibit 99.2 Unaudited category sales and unaudited customer transactions

                                             DOLLAR GENERAL CORPORATION
                                              UNAUDITED CATEGORY SALES
                                         For the Four Week Calendar Period

                                                                                   --- For the Four Weeks Ended ---
                                               Same-Stores                       August 3, 2001        August 4, 2000
                                                  % Chg                            Sales Mix             Sales Mix
                                                  -----                            ---------             ---------
Highly Consumable                                  12%                                61%                   59%
Hardware and Seasonal                              13%                                15%                   14%
Basic Clothing                                     -4%                                11%                   12%
Home Products                                     -12%                                13%                   16%
                                                  ----                                ---                   ---
  TOTAL                                           6.6%                                100%                  100%

Hardlines                                         9.0%                                86%                   84%
Softlines                                         -8.0%                               14%                   16%
                                                  -----                               ---                   ---
  TOTAL                                           6.5%                                100%                  100%

DOLLAR GENERAL CORPORATION
UNAUDITED CUSTOMER TRANSACTIONS
For the Four-Week Calendar Period

                                        --- For the Five Weeks Ended ---
                                                     % Chg
Same-Store Sales                                     6.6%
Customer Transactions                                2.5%
Average Customer Purchase                            4.0%