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):   April 15, 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 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 April 15, 2004, Dollar General Corporation issued a news release regarding the adoption of a written trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934. The news release is attached hereto as Exhibit 99 and incorporated by reference as if fully set forth herein.





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:   April 15, 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 April 15, 2004.



Contact:

Emma Jo Kauffman


(615) 855-5525





DOLLAR GENERAL ANNOUNCES APPROVAL OF 10b5-1 PLAN



GOODLETTSVILLE, Tennessee – April 15, 2004 – Dollar General Corporation (NYSE: DG) announced today that its Board of Directors has approved a written trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934 to facilitate the repurchase of its common stock pursuant to the Company’s previously announced share repurchase authorization.  A broker or brokers selected by the Company will have the authority under terms and limitations specified in the plan to repurchase shares on behalf of the Company up to an amount that does not exceed the amount of shares remaining under the repurchase authorization. The plan becomes effective on April 19, 2004. The latest date on which the plan will terminate is March 13, 2005. A 10b5-1 plan allows the Company to repurchase shares at times when it would ordinarily not be in the market because of the Company’s trading policies.

 

About Dollar General


Dollar General is a Fortune 500 ® discount retailer with 6,874 neighborhood stores as of April 2, 2004.  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.


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