8-K

                       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 18, 2002



                           Dollar General Corporation
 ------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


         Tennessee             001-11421                      61-0502302

- ------------------------------------------------------------------------------
 (State or Other        (Commission File Number)          (I.R.S. Employer
 Jurisdiction of                                           Identification No.)
 Incorporation)

     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)


ITEM 5.     OTHER EVENTS

On April 18, 2002,  Dollar General  Corporation  (the  "Company")  issued a news
release  regarding  the  signing  of a  $450  million  fully  underwritten  bank
commitment,  which the Company  intends to use to refinance  its  existing  bank
facilities.  The  Company is filing  this 8-K  pursuant  to the  Securities  and
Exchange  Commission's  Regulation  FD. A copy of the news  release is  attached
hereto and is incorporated by reference as Exhibit 99.1.

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 thereunto duly authorized.

                                          Dollar General Corporation
                                          (Registrant)

April 18, 2002                                  By: /s/ Renee M.H. Yuen
                                                    --------------------
                                                    Renee M.H. Yuen
                                                    Assistant Secretary


Exhibit Index

Exhibit No.       Item

99.1              News release of April 18, 2002

EX-99.1

Exhibit 99.1

Investor Contact:                                           Media Contact:
(615) 855-5524                                              (615) 855-5209



DOLLAR GENERAL ANNOUNCES $450 MILLION BANK COMMITMENT
- -----------------------------------------------------

GOODLETTSVILLE,  Tenn. - April 17, 2002 - Dollar General  Corporation  announced
today the signing of a $450 million  fully  underwritten  bank  commitment  with
SunTrust  Bank and  SunTrust  Capital  Markets.  The company  intends to use the
proceeds  along with its excess cash to refinance its existing  bank  facilities
including the maturing debt  associated  with  synthetic  leases that  supported
approximately  400 retail  stores,  two  distribution  centers and the Company's
headquarters in Goodlettsville, Tennessee.

"We are pleased to have reached an agreement  with SunTrust  Bank,  our existing
agent bank, to address our refinancing needs this year," said Jim Hagan,  Dollar
General executive vice president and chief financial  officer.  "This commitment
is a further show of confidence for this management team, our business model and
our strategy for future profitable  growth. It will provide the company with the
liquidity  to continue  our strong  operating  performance."



For the year ended February 1, 2002,  Dollar  General  generated $497 million in
earnings before interest, taxes,  depreciation and amortization,  and earned net
income of $207.5 million.

The credit facility is split between a $300 million,  three-year  revolver and a
$150 million,  364-day tranche.  Pricing is tied to a ratings-based grid. At the
company's  current  ratings,  the  facility  fees are 37.5 basis points and 32.5
basis points on the two tranches,  respectively,  with an all-in drawn margin of
LIBOR+237.5  basis points.  The credit is secured by the same real estate assets
already   provided  as  collateral  to  the  existing  banks  in  the  synthetic
facilities.

SunTrust has  scheduled a May 2 bank meeting to syndicate  its  commitment.  The
transaction is expected to close by early summer. As of February 1, 2002, Dollar
General  operated  more  than  5,540  neighborhood  stores  in  27  states  with
distribution centers in Florida, Kentucky, Mississippi, Missouri, Ohio, Oklahoma
and Virginia.


This press release  contains  historical and  forward-looking  information.  The
words  "believe,"   "anticipate,"   "project,"  "plan,"  "expect,"   "estimate,"
"objective,"  "forecast,"  "goal,"  "intend,"  "will  likely  result," or " will
continue" and similar  expressions  identify  forward  looking  statements.  The
forward-looking  statements  are made pursuant to the safe harbor  provisions of
the Private  Securities  Litigation Reform Act of 1995. The Company believes the
assumptions underlying these forward-looking statements are reasonable; however,
any of the assumptions  could be inaccurate,  and therefore,  actual results may
differ materially from those projected in the  forward-looking  statements.  The
factors that may result in actual results  differing  from such  forward-looking
information  include,  but are not limited to: the Company's ability to maintain
adequate liquidity through its cash resources and credit  facilities,  including
its ability to refinance or replace such  facilities  on favorable  terms at the
maturity  thereof;  the  Company's  ability  to  comply  with  the  terms of the
Company's  credit  facilities  (or obtain waivers for  non-compliance);  general
transportation and distribution delays or interruptions;  inventory risks due to
shifts in market  demand;  changes in product mix;  interruptions  in suppliers'
businesses;  fuel price and  interest  rate  fluctuations;  a  deterioration  in
general  economic  conditions  caused  by  acts of war or  terrorism;  temporary
changes in demand due to weather  patterns;  delays  associated  with  building,
opening and operating new stores;  the results of the Company's  restatement and
audit  process;  and the impact of the  litigation  and  regulatory  proceedings
related to the restatement of the Company's financial statements,  including the
funding of the settlement of such litigation and the risk that the conditions to
the effectiveness of such settlements,  including the results of the plaintiffs'
confirmatory discovery and the approval by the courts, may not be realized.

Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements,  which  speak  only  as of the  date of this  release.  The  Company
undertakes  no  obligation  to  publicly  update or revise  any  forward-looking
statements  contained herein to reflect events or circumstances  occurring after
the date of this release or to reflect the occurrence of unanticipated events.

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