FORM 8-A

                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                          ________________
         
           FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
               PURSUANT TO SECTION 12(b) OR (g) OF THE
                   SECURITIES EXCHANGE ACT OF 1934

                     DOLLAR GENERAL CORPORATION
     KENTUCKY                                     61-0502302
     (State of other jurisdiction of              (I.R.S. Employer
     incorporation or organization)               Identification Number)
                    
                      104 Woodmont Boulevard
                           Suite 500
                    Nashville, Tennessee 37205
         (Address of principal executive offices, zip code)

Securities to be registered pursuant to Section 12(b) of the Act:

     Title of each class              Name of each exchange on which
     to be so registered              each class is to be registered

     Common Stock , $.50 Par Value    New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

                              None
                         (Title of Class)
               Item 1.   Description of Registrant's Securities
          to be Registered

          Common Stock $.50 Par Value

          The capital stock of Dollar General Corporation (the "Company" or
"Registrant") to be registered on the New York Stock Exchange, Inc. (the
"Exchange"), is the Registrant's Common Stock with a par value of $.50 per
share.  Holders of Common Stock are entitled to one vote per share at all
meetings of stockholders.  Dividends that may be declared on the Common
Stock will be paid in an equal amount to the holder of each share.  No pre-
emptive rights conferred upon the holders of such stock and there are no
liquidation or conversion rights.  Nor are there any redemption or sinking
fund provisions and there is no liability to further calls or to
assessments by the Registrant.

          Item 2.   Exhibits 
          
                    1.  All exhibits required by Instruction II to Item
                        2 will be supplied to the New York Exchange.

                              SIGNATURES

          Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                   DOLLAR GENERAL CORPORATION


                                   By:_________________________
                                      C. Kent Garner
                                      Chief Financial Officer

Date: January 12, 1995