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): June 24, 2002


                           Dollar General Corporation
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               (Exact Name of Registrant as Specified in Charter)
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         Tennessee                      001-11421               61-0502302
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(State or Other Jurisdiction of   (Commission File Number)  (I.R.S. Employer
Incorporation)                                               Identification No.)


                                100 Mission Ridge
                         Goodlettsville, Tennessee 37072
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               (Address of Principal Executive Offices) (Zip Code)
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       Registrant's telephone number, including area code: (615) 855-4000


          (Former name or former address, if changed since last report)




ITEM 9.    REGULATION FD DISCLOSURE

On June 24, 2002,  Dollar  General  Corporation  (the  "Company")  issued a news
release  announcing  that  the  Company  has  completed  the  financing  of  its
previously  announced $450 million  revolving  credit  facility.  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)


June 24, 2002                                By: /s/ Renee M.N. Yuen
                                                 -----------------------
                                                 Renee M.H. Yuen
                                                 Assistant Secretary



Exhibit Index
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Exhibit No.         Item

99.1                News release of June 24, 2002

EX-99.1

Exhibit 99.1






Investor Contact:                                             Media Contact:
Emma Jo Kauffman                                              Andrea Ewin Turner
(615) 855-5525                                                (615) 855-5209



DOLLAR GENERAL COMPLETES $450 MILLION CREDIT FACILITY

GOODLETTSVILLE,  Tenn. - June 24, 2002 - Dollar  General  Corporation  announced
today that it has  completed  the  financing of its  previously  announced  $450
million  revolving  credit  facility with a syndicate of lenders led by SunTrust
Robinson Humphrey as Sole Lead Arranger;  SunTrust Bank as Administration Agent;
Credit Suisse First Boston as  Syndication  Agent;  and KeyBank and U.S. Bank as
Co-Documentation  Agents. The proceeds from the new credit facility were used to
refinance the Company's  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 very  pleased  with the  support  shown by our bank group  through  this
successful syndication," said Jim Hagan, Dollar General executive vice president
and chief  financial  officer.  "This  agreement  with our lenders  will provide
Dollar General the liquidity to continue our strategy of profitable growth."

The credit facility is split between a $300 million,  three-year  revolver and a
$150 million, 364-day facility.  Pricing is tied to a ratings-based grid. At the
company's current ratings, the all-in drawn pricing is LIBOR+237.5 basis points.
The credit is secured by the real estate and certain equipment of the 400 retail
stores, two distribution centers and the Company's  headquarters which supported
the synthetic leases.

As of May 3, 2002,  Dollar  General  operated  5,731  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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