S-8

        As filed with the Securities and Exchange Commission       
                        on January 10, 1996
                                                       
Registration No. _______ 
                                                                   

                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549
                 __________________________________

                              FORM S-8

                       REGISTRATION STATEMENT
                               UNDER
                     THE SECURITIES ACT OF 1933
                ___________________________________

                     DOLLAR GENERAL CORPORATION                
       (Exact name of registrant as specified in its charter)

                              Kentucky                          
   (State or other jurisdiction of incorporation or organization)

                              61-0502302           
                (I.R.S. employer identification no.)

                       104 Woodmont Boulevard
                             Suite 500
                        Nashville, TN  37205     
              (Address of principal executive offices)

                     Dollar General Corporation
                 1995 Employee Stock Incentive Plan
            1995 Stock Option Plan for Outside Directors
                      (Full title of the plan)

                           BOB CARPENTER
      Vice President, Corporate Secretary and Chief Counsel
                       104 Woodmont Boulevard
                             Suite 500
                        Nashville, TN  37205     
              (Name and address of agent for service)

                            (615) 783-2000      
   (Telephone number, including area code, of agent for service)

                  CALCULATION OF REGISTRATION FEE


                                        Proposed maximum    Proposed maximum    Amount of
Title of securities      Amount to be   offering price      aggregate offering  registration
to be registered         registered     per share (1)       price (1)           fee
                                                                    
Common stock             3,350,000 shs  $22.000             $73,700,000         $25,426.50



(1) Estimated solely for the purpose of determining the amount of
the registration fee.  Such estimates have been calculated in
accordance with Rule 457(h) under the Securities Act of 1933, as
amended, and are based on the average of the high and low price per
share of the Registrant's Common Stock as reported on The New York
Stock Exchange Composite Tape on January 5, 1996.

2
                              PART II

         Information Required in the Registration Statement

Item 3.   Incorporation of Documents by Reference.

     The following documents previously filed by Dollar General
Corporation, (the "Registrant"), with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") are hereby incorporated by
reference:

     1.   The Registrant's Annual Report Form 10-K for the fiscal
          year ended January 31, 1995 and Quarterly Report on Form
          10-Q for the quarter ended April 30, 1995; July 31, 1995;
          and October 31, 1995. 

     2.   The description of the Registrant's Common Stock
          contained in the Registration Statement on Form 8-A filed
          by the Registrant to register the Common Stock under the
          Exchange Act, including all amendments and reports filed
          for the purpose of updating such description prior to the
          termination of the offering of the Common Stock offered
          hereby.

     All documents and reports subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act
after the date hereof and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all
shares offered hereby have been sold or which deregisters all
shares then remaining unsold shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of
such documents.  Any statements contained in a document
incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or replaced for purposes hereof to the
extent that a statement contained herein (or in any other
subsequently filed document which also is incorporated or deemed to
be incorporated by reference herein) modifies or replaces such
statement.  Any statement so modified or replaced shall not be
deemed, except as so modified or replaced, to constitute a part
hereof.

Item 4.   Description of Securities.

     Inapplicable.
3
Item 5.   Interests of Named Experts and Counsel.

     Inapplicable.

Item 6.  Indemnification of Directors and Officers.

     Kentucky law requires a corporation (unless limited by its
articles of incorporation) to indemnify a director or officer who
is wholly successful in defending any proceedings to which that
person is a party because of such person's position or office with
the corporation.  Kentucky law permits a corporation to indemnify a
director, officer, employee or agent in a criminal proceeding if
that person had no reasonable cause to believe his conduct was
unlawful.  Kentucky law also permits a corporation to indemnify a
director, officer, employee or agent who is party to a proceeding
for conduct with respect to an employee benefit plan if that person
reasonably believed such action was not opposed to the best
interest of the participants in and beneficiaries of such plan. 
Kentucky law provides that a court of competent jurisdiction may
order indemnification to a director or officer upon application
(unless limited by the relevant corporation's articles of
incorporation) if the court determines that such person is fairly
and reasonably entitled to indemnification, whether or not such
person satisfied the statutory requirements provided for
indemnification.  Kentucky law requires a corporation to notify
shareholders of any indemnification or advances for expenses made
to or on behalf of a director in connection with a proceeding by or
in the right of the corporation with or before notice of the next
shareholders' meeting.

     Article VIII of the Company's bylaws states that the Company
shall indemnify to the full extent permitted by law its directors,
officers, employees and agents.  The Company has entered into
indemnification agreements with all of its directors providing that
the Company will indemnify the directors to the fullest extent
permitted by law against claims arising out of their actions as
directors of the Company and will advance expenses of defending
against such claims.

     The Company has purchased a directors and officers liability
insurance policy as permitted by Kentucky law which, subject to
certain limits and retentions set forth in the policy, covers (i)
losses that may be incurred by directors and officers of the
Company and its subsidiaries as a result of wrongful acts (as
defined in the policy) while acting in their capacities as officers
and directors and (ii) payment on behalf of the Company of amounts
which the Company may be required or permitted to pay as
indemnification to directors and officers of the Company.

     The foregoing statements in Item 6 are subject to the detailed
provisions of Sections 271B.8-500 through 271B.8-580 and
271B.16-210 of the Kentucky 1988 Business Corporation
4
Act, as amended, the Registrant's Bylaws and the indemnification
agreements entered into by and between the Registrant and each of
the directors.

Item 7.   Exemption From Registration Claimed.

     Inapplicable.

Item 8.   Exhibits

     See Exhibit Index (page II-7).

Item 9.   Undertakings.

      A.  The Registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:

           (i) To include any prospectus required by Section
      10(a)(3) of the Securities Act of 1933, as amended (the
      "Securities Act"); 

           (ii) To reflect in the prospectus any facts or events
      arising after the effective date of the Registration
Statement
      (or the most recent post-effective amendment thereof) which,
      individually or in the aggregate, represent a fundamental
      change in the information set forth in the Registration
      Statement; 

           (iii) To include any material information with respect
to
      the plan of distribution not previously disclosed in the
      Registration Statement or any material change to such
      information in the Registration Statement; 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic
reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
5
      (2)  That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

      (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

      B.  The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

      C.  Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that
a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
6
                             SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Nashville, State of Tennessee, on the 8th day of January, 1996.


 DOLLAR GENERAL CORPORATION


 By: /s/ Cal Turner, Jr.  
                                    Cal Turner, Jr., Chairman, 
                                    President and Chief Executive
                                    Officer


 KNOW ALL MEN BY THESE PRESENTS, each person whose signature
appears below hereby constitutes and appoints Cal Turner, Jr. and
Bob Carpenter, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

 Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.



Signature                   Title                       Date 
                                                  
/s/ Cal Turner, Jr.         Chairman of the             January 8,1996
Cal Turner, Jr.             Board, President and
                            Chief Executive Officer) 
                            (Principal Executive
                            Officer)

/s/ Thomas W. Stoltz        Controller and Interim      January 8, 1996
Thomas W. Stoltz            Chief Financial Offier
                            (Principal Financial and 
                            Accounting Officer)  

/s/ James L. Clayton        Director                    January 8, 1996
James L. Clayton             

/s/ James D. Cockman        Director                    January 8, 1996
James D. Cockman               

/s/ Reginald D. Dickson     Director                    January 8, 1996
Reginald D. Dickson

/s/ John B. Holland         Director                    January 8, 1996
John B. Holland

/s/ Wallace N. Rasmussen    Director                    January 8, 1996
Wallace N. Rasmussen

/s/ Cal Turner              Director                    January 8, 1996
Cal Turner

/s/ David M. Wilds          Director                    January 8, 1996
David M. Wilds

/s/ William S. Wire, II     Director                    January 8, 1996
William S. Wire, II

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Exhibit Index
                                            
Exhibit      
Number    Description
4.1       Restated Articles of Incorporation, as
          amended, (incorporated by reference to the
          Registrant's Annual Report on Form 10-K for 
          the fiscal year ended January 31, 1993 and
          the current Report on Form 8-K dated August
          22, 1994)

4.2       Bylaws of Dollar General Corporation, as
          amended February 1, 1993 (incorporated by
          reference to the Registrant's Annual Report
          on Form 10-K for the fiscal year ended
          January 31, 1993)  

4.3       1995 Employee Stock Incentive Plan
          (incorporated by reference to the
          Registrant's proxy statement dated April 28,
          1995)           

4.4       1995 Stock Option Plan for Outside Directors
          (incorporated by reference to the
          Registrant's proxy statement dated April 28,
          1995)                  

5         Opinion of Counsel

23.1      Consent Of Counsel (included in Exhibit 5)

23.2      Consent of Coopers & Lybrand

24        Power of Attorney (included on page II-5)

EX-5

                                                          
Exhibit 5

January 5, 1996

Dollar General Corporation
104 Woodmont Blvd., Suite 500
Nashville, TN 37205

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

I have acted as your counsel in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") relating to
the Company's 1995 Employee Stock Incentive Plan and 1995 Stock
Option Plan for Outside Directors (the "Plans") filed by you with
the Securities and Exchange Commission covering 3,350,000 shares
(the "Shares") of common stock issuable pursuant to the Plans.

In so acting, I have examined and relied upon such records,
documents, and other instruments as in my judgment are necessary or
appropriate in order to express the opinions hereinafter set forth
and have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals, and the
conformity to original documents of all documents submitted to me
as certified or photostatic copies.

Based on the foregoing, I am of the opinion that the Shares, when
issued pursuant to and in accordance with the Plans, will be
validly issued, fully paid, and nonassessable.

This opinion is limited in all respects to the federal laws of the
United States of America and the laws of the Commonwealth of
Kentucky.

I hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
2

Very truly yours,

/s/ Larry K. Wilcher
Larry K. Wilcher
General Counsel

EX-23

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the registration statement
of Dollar General Corporation on Form S-8 of our report dated March 6, 1995,
on our audits of the consolidated financial statements of Dollar General
Corporation as of January 31, 1995 and 1994 and for the years ended
January 31, 1995, 1994 and 1993, which report is included in the Annual
Report on Form 10-K for the fiscal year ended January 31, 1995.

COOPERS & LYBRAND L.L.P.

Louisville, Kentucky
January 8, 1996