Form 8-K

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 6, 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 May 6, 2004, Dollar General Corporation issued a news release regarding sales results for the thirteen-week and four-week periods ended April 30, 2004, new store openings and store closings, the planned conference call and webcast regarding first quarter earnings, and the planned webcast of the annual shareholders’ meeting. The news release is attached hereto as Exhibit 99 and incorporated by reference as if fully set forth herein.



ITEM 12.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION


The information set forth in Item 9 above is incorporated herein by this reference.




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:  May 6, 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 May 6, 2004.