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): November 11, 2002

Dollar General Corporation

(Exact Name of Registrant as Specified in Charter)

        Tennessee                       001-11421                61-0502302
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(State or Other Jurisdiction     (Commission File Number)     (I.R.S. Employer
     of Incorporation)                                       Identification No.)


          100 Mission Ridge
     Goodlettsville, Tennessee                                          37072
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(Address of Principal Executive Offices)                              (Zip Code)

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

ITEM 5. OTHER EVENTS.

On November 11, 2002, the Board of Directors of Dollar General Corporation (the "Company") appointed Donald S. Shaffer to serve as the interim Chief Executive Officer of the Company. The disclosure contained in this Form 8-K is qualified in its entirety by the press release issued by the Company on November 11, 2002, which such press release is attached hereto as Exhibit 99 and incorporated herein by this reference as if fully set forth herein.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a) Financial Statements. None.
(b) Pro Form Financial Information. None.
(c) Exhibits. See Exhibit Index immediately following the signature page hereto.

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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:  November 12, 2002             By:  /s/ Susan S. Lanigan
       -----------------             -------------------------------------------
                                     Susan S. Lanigan
                                     Vice President, General Counsel and
                                     Corporate Secretary

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EXHIBIT INDEX

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

    99                    News release dated November 11, 2002

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Exhibit 99

Investor Contact: Media Contact:
Emma Jo Kauffman Andrea Ewin Turner
(615) 855-5525 (615) 855-5209

DOLLAR GENERAL CORPORATION NAMES DONALD S. SHAFFER ACTING CEO

GOODLETTSVILLE, Tenn. (November 11, 2002)--The Board of Directors of Dollar General Corporation (NYSE: DG), at its regularly scheduled meeting today, named Donald S. Shaffer as acting CEO of the Company, effective November 12, 2002. Shaffer will also continue as President and Chief Operating Officer. Cal Turner will serve as Chairman of the Board of Directors. In making the announcement, Turner said, "Don Shaffer has played a major role in the Company's success. Naming him to this position is a natural decision for us to make." Turner added, "The appointment allows the Company to adhere to the provisions of the Sarbanes-Oxley Act of 2002 which require certification of certain SEC filings by the principle executive officer of a company. Under the existing Dollar General structure, the financial reporting and control functions have reported to Don, so it is appropriate that he certify under Sarbanes."

Donald S. Shaffer joined Dollar General in 2001 as President and Chief Operating Officer. Shaffer, 59, a 30-year veteran of Sears Roebuck and former CEO of Sears Canada also served as chief executive of Heilig-Meyers and Western Auto.

In response to the announcement, Shaffer stated, "I am honored to serve as acting CEO of this Company. Dollar General has a rich retail tradition of serving the low and middle-income customer. I look forward to helping carry that forward."

The Company also announced that the screening for a long-term CEO would continue by the selection committee of the Board with Shaffer being on the list of qualified candidates. No timetable has been put on this decision.

The review of potential CEO candidates is being managed by Korn/Ferry International. The search began in September 2002 when Cal Turner, Dollar General CEO since 1977, announced plans to name a long-term successor. Turner, 62, has been the Company's Chairman since 1989 and has worked for Dollar General since 1965. The Company was founded by his grandfather, J. L. Turner, and father, Cal Turner, Sr. in 1939.

Turner has led Dollar General's expansion as one of the country's fastest growing retailers. In 1977, when Turner became CEO, there were approximately 400 stores with annual sales of $130 million. Today, Dollar General operates over 6,000 stores. Annual sales for the year ended February 1, 2002 were in excess of $5.3 billion. The Company's web site can be reached at www.dollargeneral.com.

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