SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                          Commission File Number 0-4769

                           NOTIFICATION OF LATE FILING

                                  (Check One):
[ ] Form 10-K     [ ] Form 20-F    [ ] Form 11-K  [X] Form 10-Q and Form 10-QSB
[ ] Form N-SAR

For Period Ended:                May 4, 2001
                 ---------------------------------------------------------------
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For Transition Period Ended:____________________________________________________


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     Nothing in this form shall be  construed to imply that the  Commission  has
verified any information contained herein.

     If the  notification  relates  to a portion of the  filing  checked  above,
identify the Item(s) to which the notification relates: ........................


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Part I--Registrant Information

     Full Name of Registrant         Dollar General Corporation
                             ---------------------------------------------------

     Former Name (if Applicable)
                                 -----------------------------------------------

     Address of Principal Executive Office (Street and Number) 100 Mission Ridge
                                                               -----------------

     City, State and Zip Code:    Goodlettsville, Tennessee 37072
                               -------------------------------------------------

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Part II--Rules 12b-25(b) and (c)

     If the subject  report could not be filed  without  unreasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check box if appropriate)





           |   (a)  The reasons  described in  reasonable  detail in Part III of
           |        this form  could | not be  eliminated  without  unreasonable
           |        effort or expense;
           |
           |   (b)  The subject annual report,  semi-annual  report,  transition
           |        report on Form  10-K,  Form  20-F,  11-K or Form  N-SAR,  or
   [_]     |        portion  thereof  will be filed on or before  the  fifteenth
           |        calendar  day  following  the  prescribed  due date;  or the
           |        subject  quarterly report or transition report on Form 10-Q,
           |        or  portion  thereof  will be filed on or  before  the fifth
           |        calendar day following the prescribed due date; and
           |
           |   (c)  The accountant's statement or other exhibit required by Rule
           |        12b-25(c) has been attached if applicable.


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Part III--Narrative

     State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F,  11-K, 10-Q and Form 10-QSB,  N-SAR,  or the transition  report or portion
thereof could not be filed within the prescribed period.

     As announced by the Company on April 30, 2001, the Company has become aware
of certain accounting issues that are expected to necessitate the restatement of
the Company's  audited  financial  statements for fiscal years 1998 and 1999, as
well as the previously released unaudited financial  information for fiscal year
2000.  Until the  Company's  ongoing  review of these issues is  completed,  the
Company will be unable to finalize its audited  financial  statements for fiscal
year 2000 or any financial  statements for any subsequent  interim period of the
current fiscal year.

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Part IV--Other Information

     (1) Name and  telephone  number  of  person  to  contact  in regard to this
notification.

 James J. Hagan                    (615)                         855-4000
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     (Name)                    (Area Code)                 (Telephone Number)

     (2) Have all other periodic  reports  required under Section 13 or 15(d) of
the Securities  Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940  during the  preceding  12 months or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).

                                    [_] Yes                 [X] No

     Annual Report on Form 10-K for the year ended February 2, 2001.



     (3) Is it anticipated that any significant  change in results of operations
from the corresponding  period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                                    [X] Yes                 [_] No

     If so, attach an explanation of the anticipated  change,  both  narratively
and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made.

     Until the Company's  ongoing  review of accounting  issues  relating to the
Company's  audited  financial  statements for fiscal years 1998 and 1999 and the
previously  released  unaudited  financial  information  for fiscal year 2000 is
completed,  the Company  will be unable to estimate the extent of the changes in
the  results of  operations  for the first  quarter of fiscal year 2001 over the
corresponding period of fiscal year 2000.


                           Dollar General Corporation
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                         (name as specified in charter)


Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.


Date:  June 18, 2001


                                       By:    /s/ James J. Hagan
                                              ---------------------------------
                                       Name:  James J. Hagan
                                              ---------------------------------
                                       Title: Executive Vice President and
                                              Chief Financial Officer
                                              ---------------------------------