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 20, 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 20, 2004, Dollar General Corporation issued a news release regarding the expiration of a securities trading plan previously adopted by the Company 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:  May 20, 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 20, 2004.