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):  February 7, 2006

Dollar General Corporation
(Exact name of registrant as specified in its 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 1.01.

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On February 7, 2006, Dollar General Corporation (the “Company”) entered into an Extension of Employment Agreement with Kathleen Guion (“Guion”) to extend the term of her existing Employment Agreement through the earlier of April 30, 2006 or the signing of a new employment agreement between the Company and Guion.

In addition, on February 7, 2006, the Company entered into an Extension of Employment Agreement with Stonie O’Briant (“O’Briant”) to extend the term of his existing Employment Agreement through the earlier of October 31, 2006 or an earlier retirement date agreed upon by the Company and O’Briant.

The Employment Agreements with Guion and O’Briant were previously scheduled to expire on March 1, 2006. Guion’s and O’Briant’s Extension of Employment Agreement are filed herewith as Exhibit 99.1 and Exhibit 99.2, respectively.

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:  February 13, 2006	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
99.1	Extension of Employment Agreement, dated February 7, 2006, by and between Dollar General Corporation and Kathleen Guion.
99.2	Extension of Employment Agreement, dated February 7, 2006, by and between Dollar General Corporation and Stonie O’Briant.

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EX-99.1

EXTENSION OF EMPLOYMENT AGREEMENT

WHEREAS,  Kathleen Guion  (“Employee”) and Dollar General Corporation (“Company”) are party to that certain employment agreement, effective March 1, 2004, (“Agreement”), and

WHEREAS, unless extended, the Term (as defined therein) of the Agreement ends March 1, 2006; and

WHEREAS, Employee and Company desire to extend the Term of the Agreement.

NOW, THEREFORE, for adequate consideration, including continued employment, Employee and Company agree to extend the Term of the Agreement through and including April 30, 2006, or until a new employment agreement between them is entered, whichever is sooner.

Employee and Company also agree that, in all other respects, the terms and conditions of the Agreement remain in full force and effect.

This 7 day of February, 2006.

Agreed and Acknowledged:

Dollar General Corporation		Employee
/s/ Susan Lanigan		/s/ Kathleen Guion
By:	Susan Lanigan	Kathleen Guion
Its:	EVP, GC

EX-99.2

EXTENSION OF STONIE O’BRIANT EMPLOYMENT AGREEMENT

WHEREAS,  Stonie O’Briant (“Employee”) and Dollar General Corporation (“Company”) are party to that certain employment agreement, effective March 1, 2004, (“Agreement”), and

WHEREAS, unless extended, the Term (as defined therein) of the Agreement ends March 1, 2006; and

WHEREAS, Employee and Company desire to extend the Term of the Agreement through and including the date of  Employee’s retirement from the Company.

NOW, THEREFORE, for adequate consideration, including continued employment, Employee and Company agree to extend the Term of the Agreement through and including Employee’s retirement date, which shall occur no later than October 31, 2006 but which may occur sooner as the parties agree.

Employee and Company also agree that, in all other respects, the terms and conditions of the Agreement remain in full force and effect.

This 7 day of February, 2006.

Agreed and Acknowledged:

Dollar General Corporation		Employee
/s/ Susan Lanigan		/s/ Stonie O’Briant
By:	Susan Lanigan	Stonie O’Briant
Its:	EVP, GC