8-K

UNITED STATES

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 7, 2005

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
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01.

REGULATION FD DISCLOSURE

On April 7, 2005, Dollar General Corporation issued the press release attached hereto as Exhibit 99 and incorporated by reference as if fully set forth herein.

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS

(a)

Financial Statements of businesses acquired.  N/A

(b)

Pro Forma Financial Information.  N/A

(c)

Exhibits.  See Exhibit Index immediately following the signature page hereto.

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 hereunto duly authorized.

Date:  April 7, 2005	DOLLAR GENERAL CORPORATION
	By:	/s/ Susan S. Lanigan
		Susan S. Lanigan
		Executive Vice President and General Counsel

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EXHIBIT INDEX

Exhibit No.	Description
99	News release dated April 7, 2005.

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EX-99

Contact:

Emma Jo Kauffman

(615) 855-5525

DOLLAR GENERAL FINALIZES SETTLEMENT WITH THE SEC

GOODLETTSVILLE, Tenn. – April 7, 2005 – Dollar General Corporation (NYSE:  DG) today announced that it has reached a final settlement with the United States Securities and Exchange Commission (the “SEC”) regarding the January 14, 2002 restatement of the Company’s financial results for its fiscal years 1998 through 2000.  

Consistent with the terms of the previously announced agreement in principle between Dollar General and the staff of the SEC, Dollar General consented, without admitting or denying the allegations in the SEC’s complaint, to the entry of a permanent civil injunction against future violations of the antifraud, books and records, reporting and internal control provisions of the federal securities laws and related SEC rules.  As announced previously, Dollar General also consented to payment of a $10 million civil penalty.

“The settlement with the SEC marks the final resolution of matters arising from our January 14, 2002 restatement,” said David A. Perdue, chairman and chief executive officer of Dollar General. “Over the past few years, Dollar General and our board of directors have worked diligently to strengthen our corporate governance, compliance and internal control policies and procedures.  In particular, we have significantly enhanced the personnel and practices in our accounting, financial and SEC reporting, internal audit, and investor relations functions as we have added new, experienced professionals to our team and adjusted reporting structures to help enable appropriate information flow.  Looking ahead, we are determined to maintain the confidence of our customers, investors and employees, and to continue Dollar General’s longstanding commitment to providing value to our customers.”

Details on the SEC settlement can be found at the SEC’s website, www.sec.gov.

About Dollar General

Dollar General is a Fortune 500^® discount retailer with 7,494 neighborhood stores as of April 1, 2005.  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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