UNITED STATES
                       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): December 1, 2004
                                                         ----------------

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


         Tennessee                      001-11421               61-0502302
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(State or Other Jurisdiction     (Commission File Number)    (I.R.S. Employer
     of Incorporation)                                      Identification No.)


                     100 Mission Ridge
                 Goodlettsville, Tennessee                       37072
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         (Address of Principal Executive Offices)             (Zip Code)


       Registrant's telephone number, including area code: (615) 855-4000
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          (Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17
    CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
    CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))





ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On December 1, 2004,  Dollar General  Corporation (the "Company")  issued a news
release regarding  results of operations and financial  condition for the fiscal
2004 third quarter,  2004 earnings guidance and 2005 operating  initiatives,  as
well as the  conference  call to be held to  discuss  these  matters.  The  news
release is attached  hereto as Exhibit 99.1 and  incorporated by reference as if
fully set forth herein.


ITEM 7.01. REGULATION FD DISCLOSURE

The  information  set  forth  in Item  2.02  above  is  incorporated  herein  by
reference.

On December 1, 2004, the Company issued a news release regarding the declaration
of a dividend and the  authorization  of a share  repurchase  program.  The news
release is attached  hereto as Exhibit 99.2 and  incorporated by reference as if
fully set forth herein.


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of businesses acquired. N/A

(b) Pro Forma Financial Information. N/A

(c) Exhibits. See Exhibit Index immediately following the signature page hereto.









                                    SIGNATURE

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.


Date:  December 1, 2004            DOLLAR GENERAL CORPORATION
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                                   By:  /s/ Susan S. Lanigan
                                       -----------------------------------------
                                       Susan S. Lanigan
                                       Senior Vice President and General Counsel








                                  EXHIBIT INDEX


     Exhibit No.         Description
     -----------         -----------

        99.1             News release dated  December 1, 2004  regarding  fiscal
                         2004 third quarter earnings.

        99.2             News release dated  December 1, 2004 regarding dividend
                         declaration and share repurchase authorization.