SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K	/A
Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 2, 1998


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


State or other jurisdiction of incorporation:		Tennessee
Commission File Number:				0-4769
I.R.S. Employer Identification Number:		61-0502302

Address of principal executive offices:			104 Woodmont Blvd.
                                    						Suite 500
                                   							Nashville, TN
Zip Code:		                           				37205 			                   

					  

Registrant's telephone number, including area code: (615) 783-2000

Not Applicable
(Former name or former address, if changed since last report)




ITEM 5.   OTHER EVENTS

	On June 1, 1998 stockholders of Dollar General Corporation 
approved a change in the state of incorporation of Dollar General 
Corporation from Kentucky to Tennessee by approving the Agreement 
and Plan of Merger by and between Dollar General Corporation, a 
Kentucky corporation ("Dollar General-KY"), and Dollar General 
Corporation-TN, a Tennessee corporation and wholly-owned subsidiary 
of Dollar General-KY.

	The Articles of Merger were filed with the respective office 
of the Secretary of State for the State of Tennessee and the 
Commonwealth of Kentucky and effective on June 2, 1998.  Pursuant to 
the Agreement and Plan of Merger, Dollar General-TN is the surviving 
corporation and is the successor registrant under Rule 12g-3 
promulgated under the Securities Exchange Act of 1934, as amended 
(the "Exchange Act").  Upon effectiveness of the merger, Dollar 
General-TN's name was changed to "Dollar General Corporation" as set 
forth in the Agreement and Plan of Merger.

	This Current Report on Form 8-K is filed pursuant to Rule 12g-
3(f) promulgated under the Exchange Act.  By operation of paragraph 
(a) under Rule 12g-3, the registrant's common stock, $.50 par value 
per share, (the "Common Stock") is deemed registered under Section 
12(b) of the Exchange Act and is a listed security on the New York 
Stock Exchange.

Description of Registrant's Common Stock

	The holders of Common Stock are entitled to one vote per share 
on all matters to be voted upon by shareholders.  Subject to prior 
dividend rights and sinking fund or redemption or purchase rights 
that may be applicable to any outstanding preferred stock, the 
holders of Common Stock are entitled to share ratably in such 
dividends, if any, as may be declared from time to time by the Board 
of Directors in its discretion out of funds legally available 
therefor.  The holders of Common Stock are entitled to share ratably 
in any assets remaining after satisfaction of all prior claims upon 
liquidation of the Company.  The holders of Common Stock are not 
entitled to cumulative voting in the election of directors, which 
means that the holders of a majority of the shares of voting for the 
election of directors can elect all of the directors then standing 
for election by the holders of Common Stock.  The Company's Charter 
gives holders of Common Stock no preemptive or other subscription or 
conversion rights, and there are no redemption provisions with 
respect to such shares.  All outstanding shares of Common Stock are 
fully paid and nonassessable.  The rights, preferences and 
privileges of holders of Common Stock are subject to, and may be 
adversely affected by, the rights of holders of shares of any series 
of preferred stock which the Company may designate and issue in the 
future.


ITEM 7.	FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND 
EXHIBITS

(c)	Exhibits:

	2.1	Agreement and Plan of Merger*

	4.1	Charter*

	4.2	Bylaws*

______________
*Incorporated by reference to Exhibits A, B and C, respectively, 
from the Proxy Statement of Dollar General Corporation, the 
predecessor registrant, dated April 29, 1998.



SIGNATURES


	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.

							DOLLAR GENERAL CORPORATION


Dated: June 2, 1998				By: /s/ Cal Turner, Jr.							                      
							                        Cal Turner, Jr.
                        							Chairman, President and Chief 
                               Executive Officer





EXHIBIT INDEX

Exhibit No.

	2.1	Agreement and Plan of Merger*

	4.1	Charter*

	4.2	Bylaws*

____________________________
*Incorporated by reference to Exhibits A, B and C, respectively, 
from the Proxy Statement of Dollar General Corporation, the 
predecessor registrant, dated April 29, 1998.