FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

TAYLOR EMILY C
2. Date of Event Requiring Statement (MM/DD/YYYY)
9/25/2020 

3. Issuer Name and Ticker or Trading Symbol

DOLLAR GENERAL CORP [DG]
(Last)        (First)        (Middle)

100 MISSION RIDGE
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
EVP & Chief Merchandising Ofc /
(Street)

GOODLETTSVILLE, TN 37072      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)

_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 9339 (1)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (Right to Buy)  (2)3/16/2026 Common Stock 10016 $84.67 D  
Employee Stock Option (Right to Buy)  (3)3/22/2027 Common Stock 4508 $70.68 D  
Employee Stock Option (Right to Buy)  (4)3/21/2028 Common Stock 6583 $92.98 D  
Employee Stock Option (Right to Buy)  (5)3/20/2029 Common Stock 5617 $117.13 D  
Employee Stock Option (Right to Buy)  (6)3/17/2030 Common Stock 7429 $154.53 D  

Explanation of Responses:
(1) Includes 285 restricted stock units representing the right to receive shares of common stock upon vesting ("RSUs") that are scheduled to vest on April 1, 2021, subject to certain forfeiture and accelerated vesting provisions; 496 RSUs that are scheduled to vest evenly on April 1, 2021 and April 1, 2022, subject to certain forfeiture and accelerated vesting provisions; 791 RSUs that are scheduled to vest in three annual installments of 33 1/3% beginning on April 1, 2021, subject to certain forfeiture and accelerated vesting provisions; 140 earned but unvested performance share units representing the right to receive shares of common stock upon vesting ("PSUs") that are scheduled to vest on April 1, 2021, subject to certain forfeiture and accelerated vesting provisions; and 306 earned but unvested PSUs that are scheduled to vest evenly on April 1, 2021 and April 1, 2022, subject to certain forfeiture and accelerated vesting provisions.
(2) Vested as to 2,504 shares on April 1, 2017, as to 2,504 shares on April 1, 2018, as to 2,504 shares on April 1, 2019, and as to 2,504 shares on April 1, 2020.
(3) Vested as to 2,254 shares on April 1, 2020. The remaining portion of the option is scheduled to vest as to the 2,254 shares on April 1, 2021, subject to certain forfeiture and accelerated vesting provisions.
(4) Vested as to 1,648 shares on April 1, 2019 and as to 1,645 shares on April 1, 2020. The remaining portion of the option is scheduled to vest as 1,645 shares on April 1, 2021 and as to 1,645 shares on April 1, 2022, subject to certain forfeiture and accelerated vesting provisions.
(5) Vested as to 1,405 shares on April 1, 2020. The remaining portion of the option is scheduled to vest as to 1,404 shares on April 1, 2021, as to 1,404 shares on April 1, 2022 and as to 1,404 shares on April 1, 2023, subject to certain forfeiture and accelerated vesting provisions.
(6) Vests in four annual installments of 25% beginning on April 1, 2021, subject to certain forfeiture and accelerated vesting provisions.

Remarks:
Exhibit List: Exhibit 24--Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
TAYLOR EMILY C
100 MISSION RIDGE
GOODLETTSVILLE, TN 37072


EVP & Chief Merchandising Ofc

Signatures
/s/ Emily C. Taylor10/2/2020
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
POWER OF ATTORNEY



Know all by these presents, that the undersigned hereby constitutes and

appoints each of Rhonda M. Taylor and Christine L. Connolly, each of whom may act

individually, the undersigned's true and lawful attorney-in-fact to:



(1) execute for and on behalf of the undersigned, in the undersigned's capacity

as an officer and/or director of Dollar General Corporation (the "Company"),

Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange

Act of 1934 and the rules thereunder;



(2) do and perform any and all acts for and on behalf of the undersigned which

may be necessary or desirable to complete and execute any such Form 3, 4 or 5

and timely file such form with the United States Securities and Exchange Commission

("SEC") and any stock exchange or similar authority;



(3) complete, execute and file a Form ID or such other document or documents as

may be required from time to time by the SEC to enable the filing of such Form 3,

4 or 5; and



(4) take any other action of any type whatsoever in connection with the

foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,

in the best interest of, or legally required by, the undersigned, it being

understood that the documents executed by such attorney-in-fact on behalf of

the undersigned pursuant to this Power of Attorney shall be in such form and

shall contain such terms and conditions as such attorney-in-fact may approve in

such attorney-in-fact's discretion.



The undersigned hereby grants to each such attorney-in-fact full power and

authority to do and perform any and every act and thing whatsoever requisite,

necessary or proper to be done in the exercise of any of the rights and powers

herein granted, as fully to all intents and purposes as the undersigned might

or could do if personally present, with full power of substitution or

revocation, hereby ratifying and confirming all that such attorney-in-fact, or

such attorney-in-fact's substitute or substitutes, shall lawfully do or cause

to be done by virtue of this Power of Attorney and the rights and powers herein

granted.  The undersigned acknowledges that each of the foregoing attorneys-in-fact,

in serving in such capacity at the request of the undersigned, is not

assuming, nor is the Company assuming, any of the undersigned's

responsibilities to comply with Section 16 of the Securities Exchange Act of

1934.



This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms 3, 4 and 5 with respect to

the undersigned's holdings of and transactions in securities issued by the

Company, unless earlier revoked by the undersigned in a signed writing

delivered to the foregoing attorneys-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be

executed as of this 23 day of September 2020.





/s/ Emily Taylor



Emily Taylor