DOLLAR GENERAL STRYPES TRUST, N-2, 1998-04-20

DOLLAR GENERAL STRYPES TRUST
N-2, 1998-04-20

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As filed with the Securities and Exchange Commission on April 20, 1998
Securities Act File No. 333-_____
Investment Company Act File No. 811-____

_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form N-2

/x/ Registration Statement Under The Securities Act of 1933
/ / Pre-Effective Amendment No.
/ / Post-Effective Amendment No.
and/or
/x/ Registration Statement Under The Investment Company Act of 1940

/ / Amendment No.
(check appropriate box or boxes)

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

c/o Puglisi & Associates
850 Library Avenue
Suite 204
Newark, Delaware 19715
(Address of Principal Executive Offices)

Registrant's Telephone Number, including Area Code: (302) 738-6680

RL&F Service Corp.
One Rodney Square
10th Floor
10th and King Streets
Wilmington, Delaware 19801
(Name and Address of Agent for Service)

Copy to:

Norman D. Slonaker, Esq.
Brown & Wood LLP
One World Trade Center
New York, New York 10048-0557

Approximate date of proposed public offering: As soon as practicable
after the effective date of this Registration Statement.

If any securities being registered on this form will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act
of 1933, as amended, other than securities offered in connection with a
dividend reinvestment plan, check the following box. / /

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. X

<TABLE>
<CAPTION> CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
- --------------------------------------------------------------------------------------------------
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities Being Offering Price Aggregate Offering Registration
Being Registered Registered(1) Per Share(2) Price(2) Fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STRYPES
representing shares of
beneficial interest . 8,625,000 Shares $37.66 $324,817,500 $95,822
</TABLE>
- ---------------------------------------------------------------------------
(1) Includes an aggregate of 1,125,000 STRYPES that may be issued in
connection with the exercise of an over-allotment option.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) based upon the average high and low reported
prices of the Dollar General Common Stock on the New York Stock Exchange
on April 14, 1998.

The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

____________________________________________________________________________

CROSS-REFERENCE SHEET*

<TABLE>
<CAPTION>
Item Number in Form N-2 Caption in Prospectus
__________________________ _______________________

PART A--INFORMATION REQUIRED IN A PROSPECTUS
<S><C> <C>
1. Outside Front Cover . . . . . . . . . . Front Cover Page
2. Inside Front and Outside Back Cover Page. Front Cover Page; Inside Front Cover Page; Underwriting
3. Fee Table and Synopsis . . . . . . . . . Prospectus Summary; Fee Table
4. Financial Highlights . . . . . . . . . . Not Applicable
5. Plan of Distribution . . . . . . . . . . Front Cover Page; Prospectus Summary; Net Asset
Value; Underwriting
6. Selling Shareholders . . . . . . . . . . Not Applicable
7. Use of Proceeds. . . . . . . . . . . . . Use of Proceeds; Investment Objective and Policies

8. General Description of the Registrant. Front Cover Page; Prospectus Summary; The Trust;
Investment Objective and Policies; Investment
Restrictions; Risk Factors; Dividends and
Distributions;
Additional Information
9. Management. . . . . . . . . . . . . . . Trustees; Management Arrangements
10. Capital Stock, Long-Term Debt and Other
Securities. . . . . . . . . . . . . . . Description of STRYPES
11. Defaults and Arrears on Senior Securities Not Applicable
12. Legal Proceedings. . . . . . . . . . . . Not Applicable
13. Table of Contents of the Statement of
Additional Information . . . . . . . . . Not Applicable
</TABLE>

PART B--INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
<S><C> <C>
14. Cover Page. . . . . . . . . . . . . . . . Not Applicable
15. Table of Contents . . . . . . . . . . . . Not Applicable
16. General Information and History. . . . . Not Applicable
17. Investment Objective and Policies . . . . Prospectus Summary; Investment Objective and Policies;
Investment Restrictions
18. Management . . . . . . . . . . . . . . . .Trustees; Management Arrangements
19. Control Persons and Principal Holders of
Securities. . . . . . . . . . . . . . . . Management Arrangements; Underwriting; Experts
20. Investment Advisory and Other Services. . Management Arrangements
21. Brokerage Allocation and Other Practices. Investment Objective and Policies
22. Tax Status. . . . . . . . . . . . . . . . Certain United States Federal Income Tax Considerations
23. Financial Statements. . . . . . . . . . . Experts; Independent Auditors' Report; Statement of
Assets, Liabilities and Capital
</TABLE>

PART C--OTHER INFORMATION

Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.

______________
* Pursuant to the General Instructions to Form N-2, all information
required to be set forth in Part B: Statement of Additional Information
has been included in Part A: The Prospectus.

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.

PROSPECTUS SUBJECT TO COMPLETION
__________
PRELIMINARY PROSPECTUS DATED APRIL 20, 1998
7,500,000 STRYPES(SERVICE MARK)
DOLLAR GENERAL STRYPES TRUST
(EXCHANGEABLE FOR SHARES OF COMMON STOCK OF
DOLLAR GENERAL CORPORATION)
______________________________

Each of the Structured Yield Product Exchangeable for Stock/SM/ (the
"STRYPES") of Dollar General STRYPES Trust (the "Trust") offered hereby
represents a proportionate share of beneficial interest in the Trust, which
entitles the holder to receive a cash distribution at the rate of % of the
Investment Amount (as defined herein) per annum and will be exchanged for
common stock, par value $.50 per share (the "Dollar General Common Stock"),
of Dollar General Corporation (the "Company") (or, in certain circumstances,
cash, or a combination of cash and Dollar General Common Stock, with an equal
value) upon conclusion of the term of the Trust on , 2001 (the
"Exchange Date"). The cash distribution on the STRYPES is payable quarterly
on each , , and , commencing ,
1998. The term "Investment Amount" means, with respect to each STRYPES, $
initially and is subject to adjustment from time to time prior to the
Exchange Date to reflect the distribution of assets by the Trust upon any
exercise by the Contracting Stockholder (as defined herein) of the
acceleration right described herein.
The Trust is a newly created Delaware business trust established to
purchase and hold (i) a series of zero-coupon U.S. Government securities
("U.S. Treasury Securities") maturing on a quarterly basis through the
Exchange Date and (ii) a forward purchase contract (the "Contract") with an
existing stockholder (the "Contracting Stockholder") of the Company relating
to shares of Dollar General Common Stock. The Trust's investment objective is
to distribute cash to holders of STRYPES on a quarterly basis at the rate of
% of the Investment Amount per annum and, on the Exchange Date, to
distribute a number of shares of Dollar General Common Stock (or, under
certain circumstances, cash, or a combination of cash and Dollar General
Common Stock, with an equal value) per STRYPES determined in accordance with
the following formula (the "Exchange Rate Formula"), subject to certain
adjustments: (a) if the Exchange Price is greater than $ (the
"Equity Appreciation Cap"), a fractional share of Dollar General Common Stock
per STRYPES so that the value thereof (determined based on the Exchange
Price) equals the Equity Appreciation Cap and (b) if the Exchange Price is
less than or equal to the Equity Appreciation Cap, one share of Dollar
General Common Stock per STRYPES. The "Exchange Price" means the average
Closing Price (as defined herein) per share of Dollar General Common Stock on
the 20 Trading Days (as defined herein) immediately prior to, but not
including, the second Trading Day preceding the Exchange Date. Holders
otherwise entitled to receive fractional shares of Dollar General Common
Stock in respect of their aggregate holdings of STRYPES will receive cash in
lieu thereof. AS DESCRIBED HEREIN, THE EXCHANGE PRICE WILL REPRESENT A
DETERMINATION OF THE VALUE OF A SHARE OF DOLLAR GENERAL COMMON STOCK
IMMEDIATELY PRIOR TO THE EXCHANGE DATE. ACCORDINGLY, THERE CAN BE NO
ASSURANCE THAT THE AMOUNT RECEIVABLE BY HOLDERS OF THE STRYPES ON THE
EXCHANGE DATE WILL BE EQUAL TO OR GREATER THAN THE ISSUE PRICE OF THE
STRYPES. IF THE EXCHANGE PRICE OF THE DOLLAR GENERAL COMMON STOCK IS LESS
THAN THE ISSUE PRICE OF THE STRYPES, SUCH AMOUNT RECEIVABLE ON THE EXCHANGE
DATE WILL BE LESS THAN THE ISSUE PRICE PAID FOR THE STRYPES, IN WHICH CASE AN
INVESTMENT IN STRYPES WILL RESULT IN A LOSS. See "Investment Objectives and
Policies--General" and "--The Contract."
(continued on following page)
SEE "RISK FACTORS," BEGINNING ON PAGE 22 OF THIS PROSPECTUS, FOR CERTAIN
CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE STRYPES.

________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION> PRICE TO SALES PROCEEDS TO
PUBLIC LOAD(1) TRUST(2)
<S> <C> <C> <C>
Per STRYPES . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ $
Total(3) . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ $

</TABLE>

(1) The Company and the Contracting Stockholder have agreed to indemnify the
several Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended. See "Underwriting."
(2) The Trust will not pay any expenses of the offering.
(3) The Trust has granted the Underwriters an option, exercisable for 30
days from the date hereof, to purchase up to 1,125,000 additional
STRYPES (subject to decrease as a result of the issuance and sale of
STRYPES in connection with the formation of the Trust) solely to cover
over-allotments, if any. If all such STRYPES are purchased, the total
Price to Public, Sales Load and Proceeds to Trust will be $ ,
$ and $ , respectively. See "Underwriting."

________________________________________
The STRYPES are offered by the several Underwriters, subject to prior
sale, when, as and if issued to and accepted by them, and subject to approval
of certain legal matters by counsel for the Underwriters and certain other
conditions. The Underwriters reserve the right to withdraw, cancel or modify
such offer and to reject orders in whole or in part. It is expected that
delivery of the STRYPES will be made through the facilities of The Depository
Trust Company on or about , 1998.

______________
/SM/Service mark of Merrill Lynch & Co., Inc.

________________________________________

MERRILL LYNCH & CO. GOLDMAN, SACHS & CO.

_________________

The date of this Prospectus is , 1998.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE
STRYPES OR THE DOLLAR GENERAL COMMON STOCK. SUCH TRANSACTIONS MAY INCLUDE
STABILIZING AND THE PURCHASE OF STRYPES TO COVER SYNDICATE SHORT POSITIONS.
FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
(continued from cover page)

Pursuant to the terms of the Contract, the Contracting Stockholder is
obligated to deliver to the Trust on the Business Day (as defined herein)
immediately preceding the Exchange Date a number of shares of Dollar General
Common Stock equal to the number required by the Trust in order to exchange
all of the STRYPES on the Exchange Date in accordance with the Trust's
investment objective. The obligation of the Contracting Stockholder to
deliver shares of Dollar General Common Stock under the Contract may be cash
settled, at the option of the Contracting Stockholder, in whole or in part,
by delivering to the Trust on the Business Day immediately preceding the
Exchange Date, in lieu of the number of shares of Dollar General Common Stock
otherwise deliverable in respect of which an election to exercise the cash
settlement option is made, cash in an amount equal to the value of such
shares at the Exchange Price. In the event the Contracting Stockholder
elects to satisfy its obligation under the Contract in whole or in part by
delivering cash, holders of the STRYPES will receive cash, or a combination
of cash and Dollar General Common Stock, on the Exchange Date. See
"Investment Objective and Policies--The Contract."

Subject to certain limitations described herein, the Contracting
Stockholder may, at its option, accelerate its obligation under the Contract,
in whole at any time or from time to time in part, by delivering to the Trust
on the date fixed for acceleration an amount equal to the applicable
Acceleration Percentage (as defined herein) of the Optional Acceleration
Value (as defined herein) of the Contract. Such amount will be payable, at
the Contracting Stockholder's option, either in shares of Dollar General
Common Stock (based on the Current Market Price (as defined herein) as of the
second Trading Day prior to the applicable Notice Date (as defined herein)),
in cash or in any combination thereof. In connection with any exercise by
the Contracting Stockholder of its acceleration right, the Trust will
distribute pro rata to the holders of STRYPES the consideration received from
the Contracting Stockholder on the acceleration date, together with the
Acceleration Percentage of each issue of U.S. Treasury Securities then held
by the Trust. See "Investment Objective and Policies--Acceleration at the
Option of the Contracting Stockholder."

In the event of certain consolidations or mergers of the Company or any
successor thereto into another entity, or the liquidation of the Company or
any such successor, or certain related events or upon the occurrence of
certain defaults by the Contracting Stockholder under the Contract or the
collateral arrangements described herein, the Contract would be accelerated,
the net assets of the Trust would be distributed pro rata to the holders of
the STRYPES and the term of the Trust would expire. See "Investment Objective
and Policies--The Contract--Reorganization Events Causing a Termination of
the Trust" and "--Collateral Arrangements; Acceleration."

Application will be made to list the STRYPES on the New York Stock
Exchange ("NYSE"). Prior to the offering there has been no public market for
the STRYPES. Shares of closed-end investment companies have in the past
frequently traded at a discount from their net asset values and initial
public offering prices. The risks associated with this characteristic of
closed-end investment companies may be greater for investors expecting to
sell shares of a closed-end investment company soon after the completion of
an initial public offering.

The STRYPES are designed to provide investors with an increased current
distribution yield, while also providing the opportunity for investors to
share in the appreciation, if any, of the value of the Dollar General Common
Stock above $ (the "Initial Price"), which amount is equal to the last
reported sale price of the Dollar General Common Stock on the NYSE on
, 1998. However, the opportunity for equity appreciation afforded
by an investment in the STRYPES is less than that afforded by a direct
investment in the Dollar General Common Stock because the value of the Dollar
General Common Stock (or the amount of cash or combination of cash and Dollar
General Common Stock) receivable by a holder of a STRYPES upon exchange on
the Exchange Date or upon any exercise by the Contracting Stockholder of its
acceleration right under the Contract will not exceed the Equity Appreciation
Cap, which represents an appreciation of % over the Initial Price. Holders
of STRYPES will realize the entire decline in value if the Exchange Price is
less than the Initial Price. There
can be no assurance that the distribution yield on the STRYPES will be higher
than the dividend yield on the Dollar General Common Stock over the term of
the Trust.

The STRYPES may be a suitable investment for investors who are able to
understand the unique nature of the Trust and the economic characteristics of
the Contract and the U.S. Treasury Securities held by the Trust.

The Trust has adopted a fundamental policy that the Contract may not be
disposed of during the term of the Trust and that the U.S. Treasury
Securities may not be disposed of prior to their respective maturities. As a
result, the Trust will continue to hold the Contract despite any significant
decline in the market price of the Dollar General Common Stock or adverse
changes in the financial condition of the Company. The Trust will not be
managed like a typical closed-end investment company. The Trust will be
treated as a grantor trust for United States Federal income tax purposes and
each holder of STRYPES will be treated as the owner of its pro rata portion
of the Contract and the U.S. Treasury Securities. The U.S. Treasury
Securities held by the Trust will be treated for United States Federal income
tax purposes as having original issue discount and holders of STRYPES will be
required to recognize currently as income their pro rata portion of such
original issue discount as it accrues over the term of the Trust. The
quarterly cash distributions paid to the holders of STRYPES, which
distributions are anticipated to exceed the currently includible original
issue discount, will be treated as a tax-free return of the holders' costs of
the U.S. Treasury Securities and any previously included original issue
discount, and therefore will not be considered current income to holders upon
receipt thereof for United States Federal income tax purposes. Although under
current law holders of STRYPES should not recognize income, gain or loss with
respect to the Contract over its term, holders may recognize taxable gain or
loss upon receipt of cash, if any, upon dissolution of the Trust or upon any
exercise by the Contracting Stockholder of its acceleration right under the
Contract. For a discussion of certain United States Federal income tax
considerations for holders of the STRYPES, see "Certain United States Federal
Income Tax Considerations."

This Prospectus sets forth concisely information about the Trust that a
prospective investor ought to know before investing and should be read and
retained for future reference.

PROSPECTUS SUMMARY

The following summary should be read in conjunction with the more
detailed information appearing elsewhere in this Prospectus. Unless otherwise
indicated, the information contained in this Prospectus assumes that the
Underwriters' over-allotment option is not exercised.

THE TRUST

Dollar General STRYPES Trust (the "Trust") is a newly created Delaware
business trust that will be registered as a non-diversified closed-end
management investment company under the Investment Company Act of 1940, as
amended (the "Investment Company Act"). The term of the Trust will expire on
or shortly after , 2001 (the "Exchange Date"), except that the
Trust may be dissolved prior to such date under certain limited
circumstances. The Trust will be treated as a grantor trust for United States
Federal income tax purposes.

THE OFFERING

The Trust is offering 7,500,000 STRYPES, each representing a
proportionate share of beneficial interest in the Trust, at an initial public
offering price of $ per STRYPES (which amount is equal to the last
reported sale price of the Dollar General Common Stock on the NYSE on
, 1998, the date of the offering of the STRYPES (the "Offering")). The
Underwriters have been granted an option, exercisable for 30 days from the
date of this Prospectus, to purchase up to an aggregate of 1,125,000
additional STRYPES (subject to decrease as a result of the issuance and sale
of STRYPES in connection with the formation of the Trust) to cover over-
allotments, if any. See "Underwriting."

THE COMPANY

The Company is a leading discount retailer of quality general
merchandise at everyday low prices through its conveniently located stores.
The Company's stores offer a focused assortment of consumable basic
merchandise including health and beauty aids, packaged food products,
cleaning supplies, housewares, stationary, seasonal goods, non-fashion
apparel and domestics. Through convenient neighborhood locations, Dollar
General Stores primarily serve low, middle and fixed income families.
As of January 30, 1998, the Company operated 3,169 stores
located in 24 states, primarily in the midwestern and southeastern United
States.

Reference is made to the accompanying prospectus of the Company with
respect to the shares of Dollar General Common Stock that may be received by
a holder of STRYPES upon exchange on the Exchange Date, upon any exercise by
the Contracting Stockholder of its acceleration right under the Contract or
upon early dissolution of the Trust. The Company is not affiliated with the
Trust, will not receive any of the proceeds from the sale of the STRYPES and
will have no obligations with respect to the STRYPES. THE PROSPECTUS OF THE
COMPANY IS BEING ATTACHED HERETO AND DELIVERED TO PROSPECTIVE PURCHASERS OF
STRYPES TOGETHER WITH THIS PROSPECTUS FOR CONVENIENCE OF REFERENCE ONLY. THE
PROSPECTUS OF THE COMPANY DOES NOT CONSTITUTE A PART OF THIS PROSPECTUS, NOR
IS IT INCORPORATED BY REFERENCE HEREIN.

INVESTMENT OBJECTIVE AND POLICIES

The Trust will purchase and hold a series of zero-coupon U.S. Government
securities ("U.S. Treasury Securities") maturing on a quarterly basis through
the Exchange Date and a forward purchase contract (the "Contract") with an
existing stockholder (the "Contracting Stockholder") of the Company relating
to shares of Dollar General Common Stock. The Trust's investment objective is
to distribute cash to holders of the STRYPES ("Holders") on a quarterly basis
at the rate of % of the Investment Amount (as defined under "Dividends and
Distributions" below) per annum (which quarterly distributions will equal the
fixed quarterly distributions from the proceeds of the maturing U.S. Treasury
Securities held by the Trust) and, on the Exchange Date, to distribute a
number of shares (such number of shares being hereinafter referred to as the
"Exchange Amount") of Dollar General Common Stock (or, in certain
circumstances, cash, or a combination of cash and Dollar General Common
Stock, with an equal value) per STRYPES determined in accordance with the
following formula (the "Exchange Rate Formula"), subject to certain
adjustments: (a) if the Exchange Price is greater than $ (the
"Equity Appreciation Cap"), a fractional share of Dollar General Common Stock
per STRYPES so that the value thereof (determined based on the Exchange
Price) equals the Equity Appreciation Cap and (b) if the Exchange Price is
less than or equal to the Equity Appreciation Cap, one share of Dollar
General Common Stock per STRYPES. The "Exchange Price" means the average
Closing Price (as defined herein) per share of Dollar General Common Stock on
the 20 Trading Days (as defined herein) immediately prior to, but not
including, the second Trading Day preceding the Exchange Date. Holders
otherwise entitled to receive fractional shares in respect of their aggregate
holdings of STRYPES will receive cash in lieu thereof. See "Investment
Objective and Policies--General," "--The Contract--Dilution Adjustments," "-
- -The Contract--Acceleration at the Option of the Contracting Stockholder" and
"--Fractional Shares and Units."

Holders will receive cash distributions at the rate of % of the
Investment Amount per annum, payable quarterly on each ,
, and (or, if any such date is not a Business Day, on
the next succeeding Business Day), to Holders of record as of each
, , and , respectively. The first distribution
(in respect of the period from , 1998 until , 1998) will be
payable on , 1998 to Holders of record as of , 1998, and
will equal $ per STRYPES. See "Investment Objective and Policies--
Trust Assets."

The number of shares of Dollar General Common Stock distributable to
Holders on the Exchange Date, as determined pursuant to the Exchange Rate
Formula, will be subject to adjustment in the event of certain dividends or
distributions, subdivisions, splits, combinations, issuances of certain
rights or warrants or distributions of certain assets with respect to the
Dollar General Common Stock. Such number will also be subject to adjustment
upon exercise by the Contracting Stockholder of its acceleration right under
the Contract. In the event of certain consolidations or mergers of the
Company or any successor thereto into another entity, or the liquidation of
the Company or any such successor, or certain related events or upon the
occurrence of certain defaults by the Contracting Stockholder under the
Contract or the collateral arrangements described herein, the Contract would
be accelerated, the net assets of the Trust would be distributed pro rata to
the Holders and the term of the Trust would expire. See "Investment Objective
and Policies--The Contract--Dilution Adjustments," "--Acceleration at the
Option of the Contracting Stockholder," "--Reorganization Events Causing a
Termination of the Trust" and "--Collateral Arrangements; Acceleration."

TRUST ASSETS

The Trust's assets will consist of: (i) a series of zero-coupon U.S.
Treasury Securities with face amounts and maturities corresponding to the
amounts and payment dates of the distributions payable with respect to the
STRYPES, comprising approximately % of the initial assets of the Trust,
and (ii) the Contract with the Contracting Stockholder relating to shares of
Dollar General Common Stock, comprising approximately % of the initial
assets of the Trust.

Pursuant to the terms of the Contract, the Contracting Stockholder is
obligated to deliver to the Trust on the Business Day (as defined herein)
immediately preceding the Exchange Date a number of shares of Dollar General
Common Stock equal to the number required by the Trust in order to exchange
all of the STRYPES (including any STRYPES issued pursuant to the over-
allotment option granted by the Trust to the Underwriters and STRYPES issued
in connection with the formation of the Trust) on the Exchange Date in
accordance with the Trust's investment objective. The obligation of the
Contracting Stockholder to deliver shares of Dollar General Common Stock
under the Contract may be cash settled, at the option of the Contracting
Stockholder, in whole or in part, by delivering to the Trust on the Business
Day immediately preceding the Exchange Date, in lieu of the number of shares
of Dollar General Common Stock otherwise deliverable in respect of which an
election to exercise the cash
settlement option is made, cash in an amount equal to the value of such
shares at the Exchange Price. In the event that the Contracting Stockholder
elects to satisfy its obligation under the Contract in whole or in part by
delivering cash, Holders will receive cash, or a combination of cash and
Dollar General Common Stock, on the Exchange Date. See "Investment Objective
and Policies--The Contract."

Subject to certain limitations described herein, the Contracting
Stockholder may, at its option, accelerate its obligation under the Contract,
in whole at any time or from time to time in part, by delivering to the Trust
on the date fixed for acceleration an amount equal to the applicable
Acceleration Percentage (as defined herein) of the Optional Acceleration
Value (as defined herein) of the Contract. Such amount will be payable, at
the Contracting Stockholder's option, either in shares of Dollar General
Common Stock (based on the Current Market Price (as defined herein) as of the
second Trading Day prior to the applicable Notice Date (as defined herein)),
in cash or in any combination thereof. In connection with any exercise by
the Contracting Stockholder of its acceleration right, the Trust will
distribute pro rata to the Holders the consideration received from the
Contracting Stockholder on the acceleration date, together with the
Acceleration Percentage of each issue of U.S. Treasury Securities then held
by the Trust. See "Investment Objective and Policies--The Contract--
Acceleration at the Option of the Contracting Stockholder."

The purchase price under the Contract is equal to $ in the
aggregate (assuming the Underwriters' over-allotment option is not exercised)
and is payable to the Contracting Stockholder by the Trust on or about
, 1998. No other consideration is payable by the Trust to the Contracting
Stockholder in connection with its acquisition of the Contract or the
performance of the Contract by the Contracting Stockholder. See "Investment
Objective and Policies--The Contract."

The obligations of the Contracting Stockholder under the Contract will
be secured by a pledge of shares of Series A Convertible Junior Preferred
Stock of the Company that are currently convertible into the maximum number
of shares of Dollar General Common Stock deliverable by the Contracting
Stockholder pursuant to the Contract (subject to adjustment in accordance
with the adjustment provisions of the Contract, as described herein). See
"Investment Objective and Policies--The Contract--Collateral Arrangements;
Acceleration."

RELATIONSHIP TO DOLLAR GENERAL COMMON STOCK

Holders of the STRYPES will receive cash distributions at the rate of
% of the Investment Amount per annum. While such distribution rate exceeds
the current dividend yield on the Dollar General Stock (approximately %
per annum on the date of this Prospectus based on the current quarterly
dividend rate of $ per share of Dollar General Common Stock and the
Initial Price), there can be no assurance that the distribution yield on the
STRYPES will be higher than the dividend yield on the Dollar General Common
Stock over the term of the Trust. The dividends payable per share of Dollar
General Common Stock may be increased or decreased at the discretion of the
Company's Board of Directors. Any future determination as to the payment of
dividends on the Dollar General Common Stock will depend upon the Company's
operating results, financial condition and capital requirements, contractual
restrictions, general business conditions and such other factors as the
Company's Board of Directors deems relevant. Holders of STRYPES will not be
entitled to receive any future dividends on the Dollar General Common Stock
unless and until such time, if any, as the Trust shall have delivered Dollar
General Common Stock upon exchange on the Exchange Date, upon any exercise by
the Contracting Stockholder of its acceleration right under the Contract or
upon early dissolution of the Trust, and unless the applicable record date
for determining stockholders entitled to receive such dividends occurs after
such delivery. See "Risk Factors--No Stockholder Rights."

The opportunity for equity appreciation afforded by an investment in the
STRYPES is less than that afforded by a direct investment in the Dollar
General Common Stock because the value of the Dollar General Common Stock (or
the amount of cash or combination of cash and Dollar General Common Stock)
receivable by a Holder upon exchange on the Exchange Date or upon any
exercise by the Contracting Stockholder of its acceleration right under
the Contract will not exceed the Equity Appreciation Cap, which represents an
appreciation of % over the Initial Price. Holders will realize the
entire decline in value if the Exchange Price is less than the Initial Price.
See "Risk Factors--Limitations on Opportunity for Equity Appreciation;
Potential Losses."

DILUTION

The number of shares of Dollar General Common Stock (or the amount of
cash or combination of cash and Dollar General Common Stock) that Holders are
entitled to receive upon exchange on the Exchange Date, upon any exercise by
the Contracting Stockholder of its acceleration right under the Contract or
upon early dissolution of the Trust will not be adjusted for certain events,
such as offerings of Dollar General Common Stock by the Company for cash or
in connection with acquisitions. The Company is not restricted in connection
with the STRYPES from issuing additional shares of Dollar General Common
Stock during the term of the Trust. In addition, stockholders of the Company
(including the Contracting Stockholder and beneficiaries of the Contracting
Stockholder) are not precluded from selling shares of Dollar General Common
Stock, either pursuant to Rule 144 under the Securities Act of 1933, as
amended (the "Securities Act"), or by causing the Company to register such
shares. Neither the Company nor any stockholder of the Company has any
obligation to consider the interests of Holders for any reason. Additional
issuances or sales may materially and adversely affect the price of Dollar
General Common Stock and, because of the relationship of the number of shares
of Dollar General Common Stock (or the amount of cash or combination of cash
and Dollar General Common Stock) to be received on the Exchange Date to the
price of the Dollar General Common Stock, such other events may materially
and adversely affect the trading price of the STRYPES. There can be no
assurance that the Company will not take any of the foregoing actions, or
that it will not make offerings of, or that stockholders will not sell any,
Dollar General Common Stock in the future, or as to the amount of any such
offerings or sales. See "Risk Factors--Dilution Adjustments."

TERM OF THE TRUST

The Trust will dissolve on or shortly after the Exchange Date, except if
dissolved earlier under certain limited circumstances. On or shortly after
the Exchange Date, the shares of Dollar General Common Stock and/or cash to
be exchanged for the STRYPES and any other remaining Trust assets, net of any
remaining Trust expenses, if any, will be distributed pro rata to Holders. In
the event that the Contracting Stockholder shall have exercised its right to
accelerate its remaining obligation under the Contract as a whole, the net
assets of the Trust would be distributed pro rata to the Holders and the term
of the Trust would expire. Similarly, in the event that a Reorganization
Event (as defined herein) shall have occurred or certain defaults shall have
occurred with respect to the Contracting Stockholder under the Contract or
the collateral arrangements described herein, the Contract would accelerate,
the net assets of the Trust would be distributed pro rata to the Holders and
the term of the Trust would expire. See "Investment Objective and Policies--
The Contract," "--Trust Dissolution" and "Risk Factors--Limited Term."

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The Trust will be taxable as a grantor trust for United States Federal
income tax purposes. Accordingly, each Holder will be treated for United
States Federal income tax purposes as the owner of its pro rata portion of
the U.S. Treasury Securities and the Contract, and income received (including
original issue discount treated as received) by the Trust will generally be
treated as income of the Holders. See "Certain United States Federal Income
Tax Considerations."

The U.S. Treasury Securities held by the Trust will be treated for
United States Federal income tax purposes as having "original issue discount"
which will accrue over the term of the U.S. Treasury Securities. It is
anticipated that each quarterly cash distribution to the Holders will be
treated as a tax-free return of the Holders' costs of the U.S. Treasury
Securities and any previously included original issue discount, and therefore
will not be considered current income to Holders upon receipt thereof for
United States Federal income tax purposes. However, a Holder (whether on the
cash or accrual method of tax accounting) must recognize currently as income
original issue
discount on the U.S. Treasury Securities as it accrues. See "Certain United
States Federal Income Tax Considerations."

Under existing law, a Holder should not recognize income, gain or loss
upon the Trust's entry into the Contract or over the term of the Contract. In
general, the delivery of Dollar General Common Stock pursuant to the Contract
will not be taxable to the Holders. A Holder may have taxable gain or loss
upon receipt of cash, if any, upon dissolution of the Trust or to the extent
that the Contracting Stockholder satisfies its obligations under the Contract
in whole or in part with cash (whether on the Exchange Date or upon an
exercise by the Contracting Stockholder of its acceleration right under the
Contract). In general, each Holder's initial tax basis in any Dollar General
Common Stock received from the Trust on the Exchange Date or upon earlier
dissolution of the Trust will be equal to its basis in its pro rata portion
of the Contract less the portion of such basis allocable to any cash that is
received under the Contract. See "Certain United States Federal Income Tax
Considerations."

MANAGEMENT ARRANGEMENTS

The Trust will be internally managed and will not have an investment
adviser. The Trust's portfolio will not be actively managed. The
administration of the Trust will be overseen by the Trustees. The day-to-day
administration of the Trust will be carried out by The Bank of New York (or
its successor) as trust administrator (the "Administrator"). The Bank of New
York (or its successor) will also act as custodian for the Trust's assets
(the "Custodian") and as paying agent, transfer agent and registrar (the
"Paying Agent") with respect to the STRYPES. Except as aforesaid, and except
for The Bank of New York's role as collateral agent under the Trust's
Security and Pledge Agreement (see "Investment Objective and Policies--The
Contract--Collateral Arrangements; Acceleration"), The Bank of New York has
no other affiliation with, and is not engaged in any other transaction with,
the Trust. For their services, the Underwriters will pay each of the
Administrator, the Custodian and the Paying Agent at the closing of the
Offering a one-time, up-front amount in respect of its fee. See "Management
Arrangements."

RISK FACTORS

Although the STRYPES will provide investors with a current distribution
yield which exceeds the current dividend yield on the Dollar General Common
Stock, there is no assurance that the distribution yield on the STRYPES will
be higher than the dividend yield on the Dollar General Common Stock over the
term of the Trust. The opportunity for equity appreciation afforded by an
investment in the STRYPES is less than that afforded by a direct investment
in the Dollar General Common Stock. The value of the Dollar General Common
Stock (or the amount of cash or combination of cash and Dollar General Common
Stock) receivable by a Holder upon exchange on the Exchange Date or upon any
exercise by the Contracting Stockholder of its acceleration right under the
Contract will not exceed the Equity Appreciation Cap, which represents an
appreciation of % over the Initial Price. Holders will realize the entire
decline in value if the Exchange Price is less than the Initial Price. AS
DESCRIBED HEREIN, THE EXCHANGE PRICE WILL REPRESENT A DETERMINATION OF THE
VALUE OF A SHARE OF DOLLAR GENERAL COMMON STOCK IMMEDIATELY PRIOR TO THE
EXCHANGE DATE. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THE AMOUNT
RECEIVABLE BY HOLDERS OF THE STRYPES ON THE EXCHANGE DATE WILL BE EQUAL TO OR
GREATER THAN THE ISSUE PRICE OF THE STRYPES. IF THE EXCHANGE PRICE OF THE
DOLLAR GENERAL COMMON STOCK IS LESS THAN THE INITIAL PRICE, SUCH AMOUNT
RECEIVABLE ON THE EXCHANGE DATE WILL BE LESS THAN THE ISSUE PRICE PAID FOR
THE STRYPES, IN WHICH CASE AN INVESTMENT IN STRYPES WILL RESULT IN A LOSS.

The Trust is classified as a "non-diversified" investment company under
the Investment Company Act. Consequently, the Trust is not limited by the
Investment Company Act in the proportion of its assets that may be
invested in the securities of a single issuer. Since the only securities held
by the Trust will be the U.S. Treasury Securities and the Contract, the Trust
may be subject to greater risk than would be the case for an investment
company with more diversified investments.

The trading prices of the STRYPES in the secondary market will be
directly affected by the trading prices of the Dollar General Common Stock in
the secondary market. It is impossible to predict whether the price of Dollar
General Common Stock will rise or fall. Trading prices of Dollar General
Common Stock will be influenced by the Company's operating results and
prospects and by economic, financial and other factors and market conditions.

The bankruptcy of any donor of the Contracting Stockholder could
adversely affect the time of exchange or, as a result, the amount received by
the Holders. See "Risk Factors--Risk Relating to Bankruptcy."

Holders may experience a taxable event upon receipt of cash, if any,
upon dissolution of the Trust or to the extent that the Contracting
Stockholder satisfies its obligations under the Contract in whole or in part
with cash (whether on the Exchange Date or upon an exercise by the
Contracting Stockholder of its acceleration right under the Contract).
Because of an absence of authority as to the proper character of any gain or
loss resulting from such a taxable event, the ultimate tax consequences to
Holders as a result of the Contracting Stockholder satisfying its obligations
under the Contract in whole or in part with cash is uncertain. See "Risk
Factors--Tax Matters."

LISTING

Application will be made to list the STRYPES on the NYSE.

FEE TABLE

SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load (as a percentage of offering price) . . 3%(a)
Automatic Dividend Reinvestment Plan Fees . . . . . . . . . Not Applicable

ANNUAL EXPENSES (as a percentage of net assets)
Management Fees(b) . . . . . . . . . . . . . . . . . . . . . 0%
Other Expenses(c) . . . . . . . . . . . . . . . . . . . . . 0%
________________

TOTAL ANNUAL EXPENSES(C) . . . . . . . . . . . 0%
________________

Example 1 year 3 years
_______ ------ -------

An investor would pay the following expenses on
a $1,000 investment, including the maximum sales load
of $30 and assuming (1) no annual expenses and (2) a 5%
annual return throughout the periods. $ 30 $ 30
______________
(a) See the cover page of this Prospectus and "Underwriting."

(b) See "Management Arrangements." The Trust will be internally managed;
consequently there will be no separate investment advisory fee paid by
the Trust. The Bank of New York will act as the administrator of the
Trust.
(c) The organization costs of the Trust in the amount of $ and
approximately $ in respect of costs associated with the initial
registration and offering of the STRYPES will be paid by the
Underwriters. Anticipated ongoing expenses over the term of the Trust,
estimated to be approximately $ , will be paid by the Contracting
Stockholder. Any unanticipated operating expenses of the Trust will be
paid by Merrill Lynch & Co., Inc., which will be reimbursed by the
Contracting Stockholder. See "Management Arrangements--Estimated
Expenses." Absent such arrangements, the Trust's "Other Expenses" and
"Total Annual Expenses" would be approximately % of the Trust's net
assets.

The foregoing Fee Table is intended to assist investors in understanding
the costs and expenses that a shareholder in the Trust will bear directly or
indirectly. The Example set forth above utilizes a 5% annual rate of return
as mandated by Securities and Exchange Commission regulations. THE EXAMPLE
SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES OR ANNUAL RATES
OF RETURN, AND ACTUAL EXPENSES OR ANNUAL RATES OF RETURN MAY BE MORE OR LESS
THAN THOSE ASSUMED FOR PURPOSES OF THE EXAMPLE.

THE TRUST

Dollar General STRYPES Trust is a newly created Delaware business trust
and will be registered as a closed-end management investment company under
the Investment Company Act. The Trust was formed on April 16, 1998 pursuant
to a Trust Agreement dated as of such date (as amended and restated as of
, 1998, the "Declaration of Trust"). The term of the Trust will expire
on or shortly after , 2001, except that the Trust may be dissolved
prior to such date under certain limited circumstances. The Trust will be
treated as a grantor trust for United States Federal income tax purposes. The
Trust's principal office is located at 850 Library Avenue, Suite 204, Newark,
Delaware 19715, and its telephone number is (302) 738-6680.

USE OF PROCEEDS

The net proceeds of the Offering will be approximately $ (or
approximately $ , if the Underwriters' over-allotment option is
exercised in full), after payment of the sales load. At the time of the
closing of the Offering, or shortly thereafter, the net proceeds of the
Offering will be used to purchase a fixed portfolio comprised of a series of
zero-coupon U.S. Treasury Securities with face amounts and maturities
corresponding to the amounts and payment dates of the distributions payable
with respect to the STRYPES and to pay the purchase price under the Contract
to the Contracting Stockholder.

INVESTMENT OBJECTIVE AND POLICIES

GENERAL

The Trust will purchase and hold (i) a series of zero-coupon U.S.
Treasury Securities maturing on a quarterly basis through the Exchange Date
and (ii) the Contract with the Contracting Stockholder relating to shares of
Dollar General Common Stock. The Trust's investment objective is to
distribute cash to Holders on a quarterly basis at the rate of % of the
Investment Amount per annum (which quarterly distributions will equal the
fixed quarterly distributions from the proceeds of the maturing U.S. Treasury
Securities held by the Trust) and, on the Exchange Date, to distribute a
number of shares (such number of shares being hereinafter referred to as the
"Exchange Amount") of Dollar General Common Stock (or, under certain
circumstances, cash, or a combination of cash and Dollar General Common
Stock, with an equal value) per STRYPES determined in accordance with the
following Exchange Rate Formula, subject to certain adjustments: (a) if the
Exchange Price is greater than the Equity Appreciation Cap, a fractional
share of Dollar General Common Stock per STRYPES so that the value thereof
(determined based on the Exchange Price) equals the Equity Appreciation Cap
and (b) if the Exchange Price is less than or equal to the Equity
Appreciation Cap, one share of Dollar General Common Stock per STRYPES. See
"--The Contract--Dilution Adjustments" and "--Acceleration at the Option of
the Contracting Stockholder." THERE CAN BE NO ASSURANCE THAT THE AMOUNT
RECEIVABLE BY HOLDERS ON THE EXCHANGE DATE WILL BE EQUAL TO OR GREATER THAN
THE ISSUE PRICE OF THE STRYPES. IF THE EXCHANGE PRICE OF THE DOLLAR GENERAL
COMMON STOCK IS LESS THAN THE INITIAL PRICE, SUCH AMOUNT RECEIVABLE ON THE
EXCHANGE DATE WILL BE LESS THAN THE ISSUE PRICE PAID FOR THE STRYPES, IN
WHICH CASE AN INVESTMENT IN STRYPES WILL RESULT IN A LOSS. Holders otherwise
entitled to receive fractional shares of Dollar General Common Stock in
respect of their aggregate holdings of STRYPES will receive cash in lieu
thereof. See "Fractional Shares and Units." The number of shares of Dollar
General Common Stock per STRYPES specified in clause (b) of the Exchange Rate
Formula is hereinafter referred to as the "Share Component."

The "Exchange Price" means the average Closing Price per share of Dollar
General Common Stock on the 20 Trading Days immediately prior to, but not
including, the second Trading Day preceding the Exchange Date. The "Closing
Price" of any security on any date of determination means the closing sale
price (or, if no closing price is reported, the last reported sale price) of
such security on the NYSE on such date or, if such security is not listed for
trading on the NYSE on any such date, as reported in the composite
transactions for the principal United States securities exchange on which
such security is so listed, or, if such security is not so listed on a United
States national or regional securities exchange, as reported by National
Association of Securities Dealers, Inc. Automated
Quotation System ("NASDAQ"), or, if
such security is not so reported, the last quoted bid price for such security
in the over-the-counter market as reported by the National Quotation Bureau
or similar organization, or, if such bid price is not available, the market
value of such security on such date as determined by a
nationally recognized independent investment banking firm retained for this
purpose by the Administrator. In the event that the Exchange Rate Formula is
adjusted as described under "--The Contract--Dilution Adjustments" below,
each of the Closing Prices used in determining the Exchange Price will be
similarly adjusted to derive, for purposes of determining which of clauses
(a) or (b) of the Exchange Rate Formula will apply on the Exchange Date, an
Exchange Price stated on a basis comparable to the Equity Appreciation Cap. A
"Trading Day" is defined as a day on which the security the Closing Price of
which is being determined (A) is not suspended from trading on any national
or regional securities exchange or association or over-the-counter market at
the close of business and (B) has traded at least once on the national or
regional securities exchange or association or over-the-counter market that
is the primary market for the trading of such security. The term "Business
Day" means any day that is not a Saturday, a Sunday or a day on which the
NYSE, NASDAQ, or banking institutions or trust companies in The City of New
York are authorized or obligated by law or executive order to close.

Pursuant to the terms of the Contract, the Contracting Stockholder is
obligated to deliver to the Trust on the Business Day immediately preceding
the Exchange Date an aggregate number of shares of Dollar General Common
Stock equal to the product of the Exchange Amount and the aggregate number of
STRYPES then outstanding. The obligation of the Contracting Stockholder to
deliver shares of Dollar General Common Stock under the Contract may be cash
settled, at the option of the Contracting Stockholder, in whole or in part,
by delivering to the Trust on the Business Day immediately preceding the
Exchange Date, in lieu of the number of shares of Dollar General Common Stock
otherwise deliverable in respect of which an election to exercise the cash
settlement option is made, cash in an amount equal to the value of such
shares at the Exchange Price. In the event that the Contracting Stockholder
elects to satisfy its obligations under the Contract in whole or in part by
delivering cash, Holders will receive cash, or a combination of cash and
Dollar General Common Stock, on the Exchange Date. On or prior to the ninth
Business Day preceding the Exchange Date, the Administrator will notify The
Depository Trust Company (the "Depositary") and publish a notice in The Wall
Street Journal or another daily newspaper of national circulation stating
whether shares of Dollar General Common Stock or cash, or a combination
thereof, will be delivered in exchange for the STRYPES on the Exchange Date.
At the time such notice is published, the Exchange Price will not have been
determined. If the Contracting Stockholder elects to deliver shares of Dollar
General Common Stock, Holders will be responsible for the payment of any and
all brokerage costs upon the subsequent sale thereof.

The Trust has adopted a fundamental policy as required by the
Declaration of Trust to invest at least 65% of its portfolio in the Contract.
The Contract will comprise approximately % of the Trust's initial assets.
The Trust has also adopted a fundamental policy that the Contract may not be
disposed of during the term of the Trust and that the U.S. Treasury
Securities may not be disposed of prior to their respective maturities. The
foregoing fundamental policies of the Trust may not be changed without the
vote of 100% in interest of the Holders.

TRUST ASSETS

The Trust's assets primarily will consist of: (i) U.S. Treasury
Securities and (ii) the Contract. The Trust may also make certain temporary
investments. See "--Temporary Investments." For illustrative purposes only,
the following table shows the number of shares of Dollar General Common Stock
or amount of cash that a Holder would receive for each STRYPES on the
Exchange Date at various Exchange Prices. The table assumes that there will
be no dilution adjustments to the Exchange Rate Formula as described below
under "--The Contract--Dilution Adjustments" and the Contracting Stockholder
does not exercise its right to accelerate its obligation under the Contract
in whole or in part prior to the Exchange Date. There can be no assurance
that the Exchange Price will be within the range set forth below. Given the
Equity Appreciation Cap of $ , a Holder would receive on the Exchange
Date the following number of shares of Dollar General Common Stock or amount
of cash (in the event that the Contracting Stockholder elects to satisfy its
obligations under the Contract, in whole, with cash) per STRYPES:

<TABLE>
<CAPTION>
EXCHANGE PRICE OF NUMBER OF SHARES OF
DOLLAR GENERAL DOLLAR GENERAL
COMMON STOCK COMMON STOCK AMOUNT OF CASH
____________ ____________ ______________
<S> <C>
$ $
</TABLE>

The following table sets forth information regarding the distributions
to be received on the U.S. Treasury Securities, the portion of each year's
distributions that will constitute a return of capital for United States
Federal income tax purposes and the amount of original issue discount
accruing, assuming a yield-to-maturity accrual election, on the U.S. Treasury
Securities with respect to a Holder who acquires its STRYPES at the issue
price from an Underwriter pursuant to the Offering. The table assumes that
the Contracting Stockholder does not exercise its right to accelerate its
obligation under the Contract in whole or in part prior to the Exchange Date.
See "Certain United States Federal Income Tax Considerations."

<TABLE>
<CAPTION> ANNUAL GROSS ANNUAL GROSS
DISTRIBUTIONS DISTRIBUTIONS FROM ANNUAL INCLUSION OF
FROM U.S. TREASURY U.S. TREASURY ANNUAL RETURN ORIGINAL ISSUE
SECURITIES SECURITIES PER OF CAPITAL PER DISCOUNT IN
YEAR STRYPES STRYPES INCOME PER STRYPES
- ------------- ----------------- ------------------ ------------------- ------------------
<S> <C> <C> <C> <C>
1998 . . . . . . . $ $ $ $
1999 . . . . . . .
2000 . . . . . . .
2001 . . . . . . .

</TABLE>

The anticipated annual distribution of $ per STRYPES (assuming
that the Contracting Stockholder does not exercise its acceleration right) is
payable quarterly on each , , and ,
commencing , 1998. Quarterly distributions on the STRYPES will
consist solely of the cash received from the proceeds of the maturing U.S.
Treasury Securities held by the Trust. The Trust will not be entitled to any
future dividends that may be declared on the Dollar General Common Stock. See
"Dividends and Distributions."

ENHANCED YIELD; LESS POTENTIAL FOR EQUITY APPRECIATION THAN DOLLAR GENERAL
COMMON STOCK; NO DEPRECIATION PROTECTION

THE COMPANY

The Dollar General Common Stock is listed on the NYSE under the symbol
"DG." Beginning with 1997, the Company's fiscal year ends on the last Friday
in January. The table below sets forth the high and low sale prices per
share of the Dollar General Common Stock on the NYSE for the periods
indicated and sets forth the per share dividends declared with respect to the
Dollar General Common Stock. Per share prices of the Dollar General Common
Stock and the amount of the dividend declared have been adjusted to reflect
prior stock splits.

<TABLE>
<CAPTION>
1997 HIGH LOW DIVIDENDS
________ ___ _________
<S> <C> <C> <C>
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . $135/8 $95/8 $.03
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . 15 125/8 .03
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . 173/4 14 .03
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . 171/8 141/4 .03

1998
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . $225/8 $163/4 $.03
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . 295/8 181/2 .03
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . 303/4 23 .03
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . 32 241/2 .04

1999
First Quarter (Through April 17, 1998) . . . . . . . . . . . . . $401/8 $291/4 $.04

</TABLE>

The last reported sale price of the Dollar General Common Stock on the
NYSE on April 17, 1998 was $383/4 per share. As of March 31, 1998, the
Company estimates that it had approximately 4,000 stockholders of record.

The Company has paid quarterly cash dividends on the Dollar General
Common Stock since 1975. The Board of Directors regularly reviews the
Company's dividend policy to ensure that it is consistent with the Company's
earnings performance, financial condition and need for capital and other
relevant factors.

Holders will not be entitled to receive any future dividends on the
Dollar General Common Stock unless and until such time, if any, as the Trust
shall have delivered Dollar General Common Stock upon exchange on the
Exchange Date, upon any exercise by the Contracting Stockholder of its
acceleration right under the Contract or upon early dissolution of the Trust,
and unless the applicable record date for determining stockholders entitled
to receive such dividends occurs after such delivery. See "Risk Factors--No
Stockholder Rights."

The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, the
Company files reports, proxy and information statements and other information
with the Securities and Exchange Commission (the "Commission"). Copies of
such material can be inspected and copied at the public reference facilities
maintained by the Commission at the address specified under "Additional
Information." Reports, proxy and information statements and other information
concerning the Company may also be inspected at the offices of the NYSE.

THE COMPANY IS NOT AFFILIATED WITH THE TRUST, WILL NOT RECEIVE ANY OF
THE PROCEEDS FROM THE SALE OF THE STRYPES AND WILL HAVE NO OBLIGATIONS WITH
RESPECT TO THE STRYPES. THIS PROSPECTUS RELATES ONLY TO THE STRYPES OFFERED
HEREBY AND DOES NOT RELATE TO THE COMPANY OR THE DOLLAR GENERAL COMMON STOCK.
THE COMPANY HAS FILED A REGISTRATION STATEMENT ON FORM S-3 WITH THE
COMMISSION WITH RESPECT TO THE SHARES OF DOLLAR GENERAL COMMON STOCK THAT MAY
BE RECEIVED BY A HOLDER OF STRYPES UPON EXCHANGE ON THE EXCHANGE DATE, UPON
ANY EXERCISE BY THE CONTRACTING STOCKHOLDER OF ITS ACCELERATION RIGHT UNDER
THE CONTRACT OR UPON EARLY DISSOLUTION OF THE TRUST. THE PROSPECTUS OF THE
COMPANY (THE "DOLLAR GENERAL PROSPECTUS") CONSTITUTING A PART OF SUCH
REGISTRATION STATEMENT INCLUDES INFORMATION RELATING TO THE COMPANY AND THE
DOLLAR GENERAL COMMON STOCK, INCLUDING CERTAIN RISK FACTORS RELEVANT TO AN
INVESTMENT IN DOLLAR GENERAL COMMON STOCK. THE DOLLAR GENERAL PROSPECTUS IS
BEING ATTACHED HERETO AND DELIVERED TO PROSPECTIVE PURCHASERS OF STRYPES
TOGETHER WITH THIS PROSPECTUS FOR CONVENIENCE OF REFERENCE ONLY. THE DOLLAR
GENERAL PROSPECTUS DOES NOT CONSTITUTE A PART OF THIS PROSPECTUS, NOR IS IT
INCORPORATED BY REFERENCE HEREIN.

THE CONTRACT

General. Pursuant to the terms of the Contract, the Contracting
Stockholder is obligated to deliver to the Trust on the Business Day
immediately preceding the Exchange Date an aggregate number of shares of
Dollar General Common Stock equal to the product of the Exchange Amount and
the aggregate number of STRYPES then outstanding. The obligation of the
Contracting Stockholder to deliver shares of Dollar General Common Stock
under the Contract may be cash settled, at the option of such Contracting
Stockholder, in whole or in part, by delivering to the Trust on the Business
Day immediately preceding the Exchange Date, in lieu of the number of shares
of Dollar General Common Stock otherwise deliverable in respect of which an
election to exercise the cash settlement option is made, cash in an amount
(calculated to the nearest 1/100th of a dollar or, if there is not a nearest
1/100th of a dollar, then to the next higher 1/100th of a dollar) equal to
the value of such shares at the Exchange Price. In the event that the
Contracting Stockholder elects to satisfy its obligations under the Contract
in whole or in part by delivering cash, Holders will receive cash, or a
combination of cash and Dollar General Common Stock, on the Exchange Date.

Dilution Adjustments. The Exchange Rate Formula is subject to
adjustment if the Company shall: (i) pay a stock dividend or make a
distribution with respect to Dollar General Common Stock in shares of such
stock; (ii) subdivide or split the outstanding shares of Dollar General
Common Stock into a greater number of shares; (iii) combine the outstanding
shares of Dollar General Common Stock into a smaller number of shares; (iv)
issue by reclassification of shares of Dollar General Common Stock any shares
of other common stock of the Company; (v) issue rights or warrants to all
holders of Dollar General Common Stock entitling them to subscribe for or
purchase shares of Dollar General Common Stock at a price per share less than
the then current market price of the Dollar General Common Stock (other than
rights to purchase Dollar General Common Stock pursuant to a plan for the
reinvestment of dividends or interest); or (vi) pay a dividend or make a
distribution to all holders of Dollar General Common Stock of evidences of
its indebtedness or other assets (excluding any stock dividends or
distributions referred to in clause (i) above or any cash dividends other
than any Extraordinary Cash Dividends (as defined below)) or issue to all
holders of Dollar General Common Stock rights or warrants to subscribe for or
purchase any of its securities (other than those referred to in clause (v)
above).

In the case of the events referred to in clauses (i), (ii), (iii) and
(iv) above, the Exchange Rate Formula shall be adjusted so that the Trust
will receive on the Business Day immediately preceding the Exchange Date the
number of shares of Dollar General Common Stock (or, in the case of a
reclassification referred to in clause (iv) above, the number of shares of
other common stock of the Company issued pursuant thereto) which the Trust
would have owned or been entitled to receive immediately following any event
described above had the Contracting Stockholder's obligation under the
Contract been satisfied by delivery of Dollar General Common Stock
immediately prior to such event or any record date with respect thereto.

In the case of the event referred to in clause (v) above, the Exchange
Rate Formula shall be adjusted by multiplying the Share Component in the
Exchange Rate Formula in effect immediately prior to the date of issuance of
the rights or warrants referred to in clause (v) above by a fraction, the
numerator of which shall be the number of shares of Dollar General Common
Stock outstanding on the date of issuance of such rights or warrants,
immediately prior to such issuance, plus the number of additional shares of
Dollar General Common Stock offered for subscription or purchase pursuant to
such rights or warrants, and the denominator of which shall be the number of
shares of Dollar General Common Stock outstanding on the date of issuance of
such rights or warrants, immediately prior to such issuance, plus the number
of additional shares of Dollar General Common Stock which the aggregate
offering price of the total number of shares of Dollar General Common Stock
so offered for subscription or purchase pursuant to such rights or warrants
would purchase at the current market price (determined as the average Closing
Price per share of Dollar General Common Stock on the 20 Trading Days
immediately prior to the date such rights or warrants are issued, subject to
certain adjustments), which shall be determined by multiplying such total
number of shares by the exercise price of such rights or warrants and
dividing the product so obtained by such current market price. To the extent
that shares of Dollar General Common Stock are not delivered after the
expiration of such rights or warrants, or if such rights or warrants are not
issued, the Exchange Rate Formula shall be readjusted to the Exchange Rate
Formula which would then be in effect had such adjustments for the issuance
of such rights or warrants been made upon the basis of delivery of only the
number of shares of Dollar General Common Stock actually delivered.

In the case of the event referred to in clause (vi) above, the Exchange
Rate Formula shall be adjusted by multiplying the Share Component in the
Exchange Rate Formula in effect on the record date referred to below by a
fraction, the numerator of which shall be the market price per share of
Dollar General Common Stock on the record date for the determination of
stockholders entitled to receive the dividend or distribution or the rights
or warrants referred to in clause (vi) above (such market price being
determined as the average Closing Price per share of Dollar General Common
Stock on the 20 Trading Days immediately prior to such record date, subject
to certain adjustments), and the denominator of which shall be such market
price per share of Dollar General Common Stock less the fair market value (as
determined by a nationally recognized independent investment banking firm
retained for this purpose by the Administrator, whose determination shall be
conclusive) as of such record date of the portion of the assets or evidences
of indebtedness to be distributed or of such subscription rights or warrants
applicable to one share of Dollar General Common Stock.

An "Extraordinary Cash Dividend" means, with respect to any consecutive
12-month period, the amount, if any, by which the aggregate Amount of all
cash dividends on the Dollar General Common Stock occurring in such 12-month
period (excluding any such dividends occurring in such period for which a
prior adjustment to the Exchange Rate Formula was previously made) exceeds on
a per share basis 10% of the average of the Closing Prices per share of the
Dollar General Common Stock over such 12-month period. All adjustments to the
Exchange Rate Formula will be calculated to the nearest 1/10,000th of a share
of Dollar General Common Stock (or if there is not a nearest 1/10,000th of a
share to the next lower 1/10,000th of a share). No adjustment in the Exchange
Rate Formula shall be required unless such adjustment would require an
increase or decrease of at least one percent therein; provided, however, that
any adjustments which by reason of the foregoing are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.
If an adjustment is made to the Exchange Rate Formula as described above, an
adjustment will also be made to the Exchange Price solely to determine which
of clauses (a) or (b) of the Exchange Rate Formula will apply on the Exchange
Date. The required adjustment to the Exchange Price will be made by
multiplying each of the Closing Prices used in determining the Exchange Price
by a fraction, the numerator of which shall be the Share Component in clause
(b) of the Exchange Rate Formula immediately after such adjustment described
above, and the denominator of which shall be the Share Component in clause
(b) of the Exchange Rate Formula immediately before such adjustment described
above. Each such adjustment to the Exchange Rate Formula shall be made
successively.

In the event of a statutory merger effected solely for the purpose of
changing the state of incorporation of the Company, or any surviving entity
or subsequent surviving entity of the Company (a "Company Successor"), the
Exchange Rate Formula shall be adjusted so that the Trust will receive on the
Business Day immediately preceding the Exchange Date the number of shares of
capital stock of the continuing corporation in such statutory merger which
the Trust would have owned or been entitled to receive immediately following
such statutory merger had the Contracting Stockholder's obligation under the
Contract been satisfied by delivery of Dollar General Common Stock
immediately prior to the effective date for such statutory merger.

The Administrator is required, within ten Business Days following the
occurrence of an event that requires an adjustment to the Exchange Rate
Formula (or if the Administrator is not aware of such occurrence, as soon as
practicable after becoming so aware), to provide written notice to the
Holders of the occurrence of such event and a statement in reasonable detail
setting forth the adjusted Exchange Rate Formula and the method by which the
adjustment to the Exchange Rate Formula was determined, provided that, in
respect of any adjustment to the Exchange Price, such notice will only
disclose the factor by which each of the Closing Prices used in determining
the Exchange Price is so multiplied in order to determine the Exchange Amount
on the Exchange Date. Until the Exchange Date, it will not be possible to
determine the Exchange Amount.

No adjustments will be made for certain other events, such as offerings
of Dollar General Common Stock by the Company for cash or in connection with
acquisitions. Likewise, no adjustments will be made for any sales of Dollar
General Common Stock by any stockholder of the Company (including the
Contracting Stockholder and beneficiaries of the Contracting Stockholder).

Acceleration at the Option of the Contracting Stockholder. The
Contracting Stockholder may, at its option, accelerate its obligation under
the Contract, in whole at any time or from time to time in part, by
delivering to the Trust on the date fixed for acceleration (the "Acceleration
Date") an amount (the "Acceleration Amount") equal to the applicable
Acceleration Percentage (as defined below) of the "Optional Acceleration
Value" of the Contract; provided that, in the case of any partial
acceleration, the Optional Acceleration Value of the Contract, after giving
effect thereto, would not be less than 25% of the "Original Optional
Acceleration Value" of the Contract. The "Optional Acceleration Value"
means, on any date of determination, the Original Optional Acceleration Value
less the sum of all Acceleration Amounts previously paid to the Trust
pursuant to the Contract. The "Original Optional Acceleration Value" of the
Contract shall mean an amount equal to the product of the Equity Appreciation
Cap and the aggregate number of STRYPES issued by the Trust (including any
STRYPES issued pursuant to the over-allotment option granted by the Trust to
the Underwriters and STRYPES issued in connection with the formation of the
Trust). The Acceleration Amount payable by the Contracting Stockholder on
any Acceleration Date may be paid, at the Contracting Stockholder's option,
either in shares of Dollar General Common Stock (based on the Current Market
Price (as defined below) as of the second Trading Day prior to the applicable
Notice Date), cash or a combination of Dollar General Common Stock and cash.
If the Contracting Stockholder elects to deliver shares of Dollar General
Common Stock, Holders will be responsible for the payment of any and all
brokerage costs upon the subsequent sale thereof.

The Administrator will provide notice of the Contracting Stockholder's
election to exercise its acceleration right to Holders of record not less
than calendar days ( calendar days if the Contracting Stockholder
elects to pay all or any portion of the Acceleration Amount in cash) nor more
than calendar days prior to the related Acceleration Date. Such notice
will state the following and may contain such other information as the
Administrator deems advisable: (a) the Acceleration Date, (b) the
Acceleration Percentage, (c) the Optional Acceleration Value, (d) the
Acceleration Amount, (e) whether the Contracting Stockholder will pay the
Acceleration Amount by delivery of shares of Dollar General Common Stock,
cash or a combination thereof and, if payable in whole or in part in Dollar
General Common Stock, will also state the number of shares of Dollar General
Common Stock to be delivered to the Trust and the Current Market Price used
to calculate such number of shares, and (f) the amount of cash and/or Dollar
General Common Stock and U.S. Treasury Securities to be distributed in
respect of each STRYPES. Any such notice will be provided by mail, sent to
each Holder of record at such Holder's address as it appears on the register
for the STRYPES, first class, postage prepaid. At or prior to the mailing of
such notice of acceleration, the Administrator will publish announcement in
The Wall Street Journal or another daily newspaper of national circulation.

As soon as practicable after any Acceleration Date, the Trust will
distribute pro rata to the Holders the shares of Dollar General Common Stock
and/or cash received from the Contracting Stockholder on such Acceleration
Date, together with the Acceleration Percentage of each issue of U.S.
Treasury Securities then held by the Trust.

If at any time prior to the Exchange Date or the Early Settlement Date
(as defined below) the Contracting Stockholder shall have exercised its
acceleration right described above, the Exchange Amount or amount of cash, as
the case may be, per STRYPES otherwise deliverable by the Contracting
Stockholder under the Contract shall be adjusted by multiplying such Exchange
Amount or amount of cash, as the case may be, by a fraction, the numerator of
which shall be the Optional Acceleration Value immediately prior to the
Exchange Date or Early Settlement Date and the denominator of which shall be
the Original Optional Acceleration Value.

The "Acceleration Percentage" means, with respect to any acceleration
notice given by the Contracting Stockholder, the percentage of the Optional
Acceleration Value in respect of which the Contracting Stockholder has
elected to accelerate its obligation under the Contract.

The "Current Market Price" per share of the Dollar General Common Stock
on any date of determination means the average of the daily Closing Prices
for the five consecutive Trading Days ending on and including such date of
determination (appropriately adjusted to take into account the occurrence
during such five-day period of any event that results in an adjustment of the
Exchange Rate Formula); provided, however, that if the Closing Price of the
Dollar General Common Stock on the Trading Day next following such five-day
period (the "Next-Day Closing Price") is less than 95% of such five-day
average, then the Current Market Price per share of Dollar General Common
Stock on such date of determination will be the Next-Day Closing Price; and
provided, further, that, for purposes of calculating the Current Market Price
in connection with any acceleration of the Contracting Stockholder's
obligations under the Contract, if any adjustment to the Exchange Rate
Formula becomes effective as of any date during the period beginning on the
first day of such five-day period and ending on the relevant Acceleration
Date, as the case may be, then the Current Market Price as determined
pursuant to the foregoing will be appropriately adjusted to reflect such
adjustment. Because the price of the Dollar General Common Stock is subject
to market fluctuations, it is possible that the Next-Day Closing Price could
be significantly less than such five-day average.

A "Notice Date" with respect to any notice given by the Trust in
connection with any exercise by the Contracting Stockholder of its
acceleration right under the Contract means the commencement of the mailing
of such notice to the Holders as described above.

Reorganization Events Causing a Dissolution of the Trust. In the event
of (A) any consolidation or merger of the Company or any Company Successor
with or into another entity (other than (x) a consolidation or merger in
which the Company is the continuing corporation and in which the Dollar
General Common Stock outstanding immediately prior to the consolidation or
merger is not exchanged for cash, securities or other property of the Company
or another corporation or (y) a statutory merger effected solely for the
purpose of changing the state of incorporation of the Company or a Company
Successor), (B) any sale, transfer, lease or conveyance to another entity of
the property of the Company or any Company Successor as an entirety or
substantially as an entirety, (C) any statutory exchange of securities of the
Company or any Company Successor with another entity (other than in
connection with a merger or acquisition) or (D) any liquidation, dissolution
or winding up of the Company or any Company Successor (other than any
liquidation, dissolution or winding up constituting an Event of Default) (any
such event described in clause (A), (B), (C) or (D), a "Reorganization
Event"), the Contracting Stockholder's obligation under the Contract shall be
automatically accelerated and the Contracting Stockholder shall be obligated
to deliver to the Trust, on the tenth Business Day after the effective date
for such Reorganization Event (the "Early Settlement Date"), an amount of
cash per STRYPES equal to: (i) if the Transaction Value (as defined below) is
greater than the Equity Appreciation Cap, $ and (ii) if the Transaction
Value is less than or equal to the Equity Appreciation Cap, the Transaction
Value. "Transaction Value" means (i) for any cash received in any such
Reorganization Event, the amount of cash received per share of Dollar General
Common Stock, (ii) for any property other than cash or securities received in
any such Reorganization Event, an amount equal to the market value on the
date the Reorganization Event is consummated of such property received per
share of Dollar General Common Stock as determined by a nationally recognized
independent investment banking firm retained for this purpose by the
Administrator and (iii) for any securities received in any such
Reorganization Event, an amount equal to the average Closing Price per unit
of such securities on the 20 Trading Days immediately prior to, but not
including, the second Trading Day preceding the Early Settlement Date,
multiplied by the number of such securities received for each share of Dollar
General Common Stock. Notwithstanding the foregoing, if any Marketable
Securities (as defined below) are received by holders of Dollar General
Common Stock in such Reorganization Event, then in lieu of delivering cash as
provided above, the Contracting Stockholder may at its option deliver a
proportional amount of such Marketable Securities. If the Contracting
Stockholder elects to deliver Marketable Securities, Holders will be
responsible for the payment of any and all brokerage and other transaction
costs upon the sale of such securities. "Marketable Securities" means any
securities listed on a U.S. national securities exchange or reported by
NASDAQ.

IF A REORGANIZATION EVENT OCCURS, THE NET ASSETS OF THE TRUST WILL BE
DISTRIBUTED PRO RATA TO THE HOLDERS AND THE TERM OF THE TRUST WILL EXPIRE.

Collateral Arrangements; Acceleration. Pursuant to a Security and
Pledge Agreement among the Contracting Stockholder, the Trust and The Bank of
New York, as collateral agent (the "Collateral Agent"), the Contracting
Stockholder's obligations under the Contract will be secured by a security
interest in shares of Series A Convertible Junior Preferred Stock of the
Company that are currently convertible into the maximum number of shares of
Dollar General Common Stock deliverable by the Contracting Stockholder under
the Contract (subject to adjustment in accordance with the adjustment
provisions of the Contract, described above). The Collateral Agent will
promptly pay over to the Contracting Stockholder any dividends, interest,
principal or other payments received by the Collateral Agent in respect of
any collateral pledged by the Contracting Stockholder, unless the Contracting
Stockholder is in "Default" or unless the payment of such amount to the
Contracting Stockholder would cause the collateral to become insufficient
under the Security and Pledge Agreement. The Contracting Stockholder shall
have the right to vote any pledged shares of Dollar General Common Stock for
so long as such shares are owned by it and pledged under the Security and
Pledge Agreement, unless the Contracting Stockholder is in "Default."

A "Collateral Event of Default" under the Security and Pledge Agreement
shall mean, with respect to the Contracting Stockholder at any time, failure
of the collateral to consist of (i) at least the maximum number of shares of
Dollar General Common Stock deliverable by the Contracting Stockholder under
the Contract at such time or (ii) a number of shares of Series A Convertible
Junior Preferred Stock of the Company that are currently convertible into at
least the maximum number of
shares of Dollar General Common Stock deliverable by the Contracting
Stockholder at such time, in either case if such failure is not remedied on
or before the third Business Day after notice of such failure is given to the
Contracting Stockholder.

The occurrence of a Collateral Event of Default under the Security and
Pledge Agreement or the bankruptcy or insolvency of any donor of the
Contracting Stockholder (each such event, a "Default") will cause an
automatic acceleration of the Contracting Stockholder's obligations under the
Contract. In any such event, the Contracting Stockholder will become
obligated to deliver a number of shares of Dollar General Common Stock having
an aggregate value equal to the "Aggregate Acceleration Value" of the
Contract. The Aggregate Acceleration Value will be based on an "Acceleration
Value" determined by the Administrator on the basis of quotations from
independent dealers. Each quotation will be for an amount that would be paid
to the relevant dealer in consideration of an agreement between the Trust and
such dealer that would have the effect of preserving the Trust's rights to
receive the number of shares of Dollar General Common Stock under a portion
of the Contract that corresponds to 1,000 of the STRYPES offered hereby. The
Administrator will request quotations from four nationally recognized
independent dealers on or as soon as reasonably practicable following the
date of acceleration. If four quotations are provided, the Acceleration Value
will be the arithmetic mean of the two quotations remaining after
disregarding the highest and the lowest quotations. If two or three
quotations are provided, the Acceleration Value will be the arithmetic mean
of such quotations. If one quotation is provided, the Acceleration Value will
be such quotation. The Aggregate Acceleration Value will be computed by
dividing the Acceleration Value by 1,000 and multiplying the quotient by the
aggregate number of STRYPES then outstanding, except that, if no quotations
are provided, the Aggregate Acceleration Value will be the product of the
average Closing Price per share of Dollar General Common Stock on the 20
Trading Days immediately prior to, but not including, the second Trading Day
preceding the acceleration date and the number of shares of Dollar General
Common Stock that would be required to be delivered on such date under the
Contract if the Exchange Date were redefined for all purposes to be the
acceleration date. Upon the occurrence of a Default, the number of shares of
Dollar General Common Stock deliverable for each STRYPES will be based solely
on the Aggregate Acceleration Value described above for the Contract.

The Collateral Agent is a "financial institution" for purposes of
Sections 555 and 101(22) of Title 11 of the United States Code (the
"Bankruptcy Code"). The Trust believes that the Collateral Agent will be the
agent and custodian for the Trust such that the Trust will be a "financial
institution" as defined in Section 101(22) of the Bankruptcy Code. Upon any
acceleration, the Collateral Agent will convert the shares of Series A
Convertible Junior Preferred Stock then pledged into shares of Dollar General
Common Stock and will distribute to the Trust, for distribution pro rata to
the Holders, the Aggregate Acceleration Value in the form of shares of Dollar
General Common Stock. See "--Trust Dissolution."

Fractional Shares and Units. No fractional share of Dollar General
Common Stock will be delivered to the Trust if at any time the Contracting
Stockholder satisfies its obligation under the Contract in whole or in part
by delivering shares of Dollar General Common Stock. In lieu of any
fractional share otherwise deliverable in respect of the Contracting
Stockholder's obligation under the Contract, the Trust shall be entitled to
receive an amount in cash equal to the value of such fractional share based
on the average Closing Price per share of Dollar General Common Stock on the
20 Trading Days immediately prior to, but not including, the second Trading
Day preceding the Exchange Date. No fractional unit of any Marketable
Security will be delivered to the Trust if the Contracting Stockholder elects
to deliver Marketable Securities on any Early Settlement Date. In lieu of any
fractional unit otherwise deliverable on the Early Settlement Date in respect
of the Contracting Stockholder's obligation under the Contract, the Trust
shall be entitled to receive an amount in cash equal to the value of such
fractional unit based on the average Closing Price per unit of such
Marketable Security on the 20 Trading Days immediately prior to, but not
including, the second Trading Day preceding the Early Settlement Date.

Description of Contracting Stockholder. The Contracting Stockholder is
the Turner Children Trust, of which Cal Turner, Jr., Chairman of the Board
and Chief Executive Officer of the Company, and James Stephen Turner are Co-
Trustees. Specific information regarding the holdings of Dollar General
Common Stock by the Contracting Stockholder is included in the accompanying
prospectus of the Company with respect to the shares of Dollar General Common
Stock that may be received by a Holder of STRYPES upon exchange on the
Exchange Date, upon any exercise by the Contracting Stockholder of its
acceleration right under the Contract or upon early dissolution of the Trust.

Purchase Price. The purchase price under the Contract is equal to $
in the aggregate and is payable to the Contracting Stockholder by the
Trust on or about , 1998. No other consideration is payable by the
Trust to the
Contracting Stockholder in connection with its acquisition of the Contract or
the performance of the Contract by the Contracting Stockholder.

The Contract will be valued by the Trust at fair value as determined in
good faith at the direction of the Trustees (if necessary, through
consultation with accountants, bankers and other specialists). See "Net Asset
Value."

THE U.S. TREASURY SECURITIES

The Trust will purchase and hold a series of zero-coupon U.S. Treasury
Securities with face amounts and maturities corresponding to the amounts and
payment dates of the distributions payable with respect to the STRYPES. Up to
% of the Trust's total assets may be invested in these U.S. Treasury
Securities. In the event that the Contract is accelerated as described under
"--Acceleration at the Option of the Contracting Stockholder," "--
Reorganization Event Causing a Termination of the Trust," or "--Collateral
Arrangements; Acceleration," the Administrator will distribute pro rata to
the Holders all or a portion of such U.S. Treasury Securities then held in
the Trust, together with amounts distributed upon acceleration.

TEMPORARY INVESTMENTS

To the extent necessary to enable the Paying Agent to make the next
succeeding quarterly distribution, any moneys deposited with or received by
the Trust will be invested by the Paying Agent in short-term obligations of
the U.S. Government maturing no later than the Business Day preceding the
next following distribution date.

TRUST DISSOLUTION

The Trust will dissolve on or shortly after the Exchange Date, except if
dissolved earlier under certain limited circumstances. Although the Trust has
adopted a fundamental policy that it will not dispose of the Contract prior
to the Exchange Date, under certain circumstances the Contract may terminate
prior to the Exchange Date. In the event that the Contracting Stockholder
shall have exercised its option to acceleration its remaining obligations
under the Contract in whole or a Reorganization Event or Default shall have
occurred, the net assets of the Trust would be distributed pro rata to the
Holders and the term of the Trust would expire. See "--The Contract--
Acceleration at the Option of the Contracting Stockholder," "--Reorganization
Event Causing Termination of the Trust" and "--Collateral Arrangements;
Acceleration."

Written notice of any dissolution shall be sent to Holders specifying
the record date for the distribution to Holders, the amount distributable
(including, if applicable, the number of shares of Dollar General Common
Stock or, if a Reorganization Event shall have occurred, the number of units
of any Marketable Security) with respect to each STRYPES and the time of
dissolution as determined by the Trustees. Any such notice will be provided
by mail, sent to each Holder at such Holder's address as it appears on the
register for the STRYPES, first class, postage prepaid not less than nine
days prior to the date on which such distribution is to be made. At or prior
to the mailing of such notice, the Administrator shall publish a public
announcement in The Wall Street Journal or another daily newspaper of
national circulation.

FRACTIONAL SHARES AND UNITS

No fractional shares of Dollar General Common Stock, or fractional units
of any Marketable Security, will be distributed by the Trust to Holders upon
exchange on the Exchange Date, upon any exercise by the Contracting
Stockholder of its acceleration right under the Contract or upon early
dissolution of the Trust. All fractional shares or units to which Holders
would otherwise be entitled will be aggregated and liquidated by the
Administrator and, in lieu of the fractional share or units to which a Holder
would otherwise have been entitled in respect of the total number of STRYPES
held by such Holder, such Holder will receive its pro rata portion of the
proceeds from such liquidation.

As described herein, upon exercise by the Contracting Stockholder of its
acceleration right under the Contract or upon dissolution of the Trust prior
to the Exchange Date, the Trust will distribute pro rata to the Holders all
or a portion of the U.S. Treasury Securities then held by the Trust. The
U.S. Treasury Securities will be distributed in authorized denominations
only. All fractional amounts of any issue of U.S Treasury Securities to
which Holders would otherwise be entitled upon any
acceleration of the Contract will be aggregated and liquidated by the
Administrator and, in lieu of the fractional amount of such issue to which a
Holder would otherwise be entitled in respect of the total number of STRYPES
held by such Holder, such Holder will receive its pro rata portion of the
proceeds from such liquidation.

INVESTMENT RESTRICTIONS

The Trust has adopted a fundamental policy that the Trust may not
purchase any securities or instruments other than the U.S. Treasury
Securities, the Contract and the Dollar General Common Stock or other assets
received pursuant to the Contract (including Marketable Securities) and, for
cash management purposes, short-term obligations of the U.S. Government;
issue any securities or instruments except for the STRYPES; make short sales
or purchase securities on margin; write put or call options; borrow money;
underwrite securities; purchase or sell real estate, commodities or
commodities contracts; or make loans. The Trust has adopted a fundamental
policy to invest at least 65% of its portfolio in the Contract. The Trust has
also adopted a fundamental policy that the Contract may not be disposed of
during the term of the Trust and that the U.S. Treasury Securities may not be
disposed of prior to their respective maturities.

Because of the foregoing limitations, the Trust's investments will be
concentrated initially in the retail industry, which is the industry in which
the Company currently operates. However, to the extent that in the future the
Company diversifies its operations into one or more other industries, the
Trust's investments will be less concentrated in the retail industry.

RISK FACTORS

NO ACTIVE PORTFOLIO MANAGEMENT

It is a fundamental policy of the Trust that the Contract may not be
disposed of during the term of the Trust and that the U.S. Treasury
Securities may not be disposed of prior to their respective maturities. As a
result, the Trust will continue to hold the Contract despite any significant
decline in the market price of the Dollar General Common Stock or adverse
changes in the financial condition of the Company. The Trust will not be
managed like a typical closed-end investment company.

ABSENCE OF TRADING HISTORY; MARKETABILITY; POSSIBILITY OF THE STRYPES TRADING
AT A DISCOUNT FROM NET ASSET VALUE

The STRYPES have no trading history and it is not possible to predict
how they will trade in the secondary market. The trading price of the STRYPES
may vary considerably prior to the Exchange Date due to, among other things,
fluctuations in trading prices of the Dollar General Common Stock (which may
occur due to changes in the Company's financial condition, results of
operations or prospects, or because of complex and interrelated political,
economic, financial and other factors that can affect the capital markets
generally, the stock exchanges or quotation systems on which the Dollar
General Common Stock is traded and the market segment of which the Company is
a part) and fluctuations in interest rates and other factors that are
difficult to predict and beyond the Trust's control.

The STRYPES are a new issue of securities and, accordingly, have no
established trading market. There can be no assurance that a secondary
market will develop or, if a secondary market does develop, that it will
provide the Holders with liquidity of investment or that it will continue for
the life of the STRYPES. Application will be made to list the STRYPES on the
NYSE. There can be no assurance that such application will be accepted or
that, if accepted, the STRYPES will not later be delisted or that trading in
the STRYPES on the NYSE will not be suspended. In the event of a delisting or
suspension of trading on such exchange, the Trust will apply for listing of
the STRYPES on another national securities exchange or for quotation on
another trading market. If the STRYPES are not listed or traded on any
securities exchange or trading market, or if trading of the STRYPES is
suspended, pricing information for the STRYPES may be more difficult to
obtain, and the price and liquidity of the STRYPES may be adversely affected.

The Trust is a newly organized closed-end investment company with no
previous operating history. Shares of closed-end investment companies
frequently trade at a discount from their net asset value, which is a risk
separate and distinct from the risk that the Trust's net asset value will
decrease. The Trust cannot predict whether the STRYPES will trade at, below
or above their net asset value. The risk of purchasing investments that might
trade at a discount is more pronounced for investors who wish to sell their
investments in a relatively short period of time after completion of the
Trust's initial public offering
because for those investors realization of a gain or loss on their
investments is likely to be more dependent upon the existence of a premium or
discount than upon portfolio performance. The STRYPES are not subject to
redemption.

DILUTION ADJUSTMENTS

The number of shares of Dollar General Common Stock (or the amount of
cash or combination of cash and Dollar General Common Stock) that the Trust
is entitled to receive pursuant to the Contract on the Business Day
immediately preceding the Exchange Date or upon acceleration of the Contract
is subject to adjustment for certain events arising from stock splits and
combinations, stock dividends and certain other actions of the Company that
modify its capital structure. See "Investment Objective and Policies--The
Contract--Dilution Adjustments." Such number of shares of Dollar General
Common Stock (or the amount of cash or combination of cash and Dollar General
Common Stock) to be received by the Trust will not be adjusted for other
events, such as offerings of Dollar General Common Stock for cash or in
connection with acquisitions. Likewise, no adjustments will be made for any
sales of Dollar General Common Stock by any stockholder of the Company
(including the Contracting Stockholder and beneficiaries of the Contracting
Stockholder).

The Company is not restricted in connection with the STRYPES from
issuing additional shares of Dollar General Common Stock during the term of
the Trust. In addition, the stockholders of the Company (including the
Contracting Stockholder and beneficiaries of the Contracting Stockholder) are
not precluded from selling shares of Dollar General Common Stock, either
pursuant to Rule 144 under the Securities Act or by causing the Company to
register such shares. Neither the Company nor any stockholder of the Company
has any obligation to consider the interests of the Holders for any reason.
Additional issuances or sales may materially and adversely affect the price
of the Dollar General Common Stock and, because of the relationship of the
number of shares of Dollar General Common Stock (or the amount of cash or
combination of cash and Dollar General Common Stock) to be received pursuant
to the Contract to the price of the Dollar General Common Stock, such other
events may materially and adversely affect the trading price of the STRYPES.
There can be no assurance that the Company will not take any of the foregoing
actions, or that it will not make offerings of, or that stockholders
(including the Contracting Stockholder and beneficiaries of the Contracting
Stockholder) will not sell any, Dollar General Common Stock in the future, or
as to the amount of any such offerings or sales.

LIMITED TERM

The term of the Trust will expire on or shortly after the Exchange Date,
unless the Trust is dissolved earlier under certain limited circumstances. On
or shortly after the Exchange Date, the Trust will distribute the shares of
Dollar General Common Stock and/or cash received by the Trust pursuant to the
Contract and other net assets held by the Trust pro rata to Holders and
dissolve shortly thereafter. In the event that the Contracting Stockholder
shall have exercised its right to accelerate its remaining obligation under
the Contract as a whole, the Trust will distribute pro rata to the Holders
the shares of Dollar General Common Stock and/or cash received by the Trust
and any other net assets of the Trust (including the U.S. Treasury Securities
then held) and the term of the Trust would expire. Similarly, in the event
that a Reorganization Event or a Default shall have occurred, the net assets
of the Trust would be distributed pro rata to Holders and the term of the
Trust would expire.

NON-DIVERSIFIED PORTFOLIO

The Trust's assets will consist almost entirely of the Contract and the
U.S. Treasury Securities. As a result, investments in the Trust may be
subject to greater risk than would be the case for a company with a more
diversified portfolio of investments.

COMPARISON TO OTHER EQUITY SECURITIES; RELATIONSHIP TO DOLLAR GENERAL COMMON
STOCK

The terms of the STRYPES are similar to those of ordinary equity
securities in that the value of the Dollar General Common Stock (or, pursuant
to the right of the Contracting Stockholder, the amount of cash or
combination of cash and Dollar General Common Stock) that a Holder will
receive on the Exchange Date is not fixed, but is based on the Exchange Price
of the Dollar General Common Stock (see "Investment Objective and Policies--
General" and "--The Contract"). THERE CAN BE NO ASSURANCE THAT SUCH AMOUNT
RECEIVABLE BY THE HOLDER ON THE EXCHANGE DATE WILL BE EQUAL TO OR GREATER
THAN

THE ISSUE PRICE PAID FOR THE STRYPES. IF THE EXCHANGE PRICE OF THE DOLLAR
GENERAL COMMON STOCK IS LESS THAN THE INITIAL PRICE, SUCH AMOUNT RECEIVABLE
ON THE EXCHANGE DATE WILL BE LESS THAN THE ISSUE PRICE PAID FOR THE STRYPES,
IN WHICH CASE AN INVESTMENT IN STRYPES WILL RESULT IN A LOSS. ACCORDINGLY, A
HOLDER ASSUMES THE RISK THAT THE MARKET VALUE OF THE DOLLAR GENERAL COMMON
STOCK MAY DECLINE, AND THAT SUCH DECLINE COULD BE SUBSTANTIAL. REFERENCE IS
MADE TO THE ACCOMPANYING PROSPECTUS OF THE COMPANY, INCLUDING THE INFORMATION
UNDER THE CAPTION "RISK FACTORS" THEREIN.

The trading prices of the STRYPES in the secondary market will be
affected by the trading prices of the Dollar General Common Stock in the
secondary market. It is impossible to predict whether the price of Dollar
General Common Stock will rise or fall. Trading prices of Dollar General
Common Stock will be influenced by the Company's operating results and
prospects and by economic, financial and other factors and market conditions
that can affect the capital markets generally, including the level of, and
fluctuations in, the trading prices of stocks generally and sales of
substantial amounts of Dollar General Common Stock in the market subsequent
to the offering of the STRYPES or the perception that such sales could occur.

LIMITATIONS ON OPPORTUNITY FOR EQUITY APPRECIATION; POTENTIAL LOSSES

The opportunity for equity appreciation afforded by an investment in the
STRYPES is less than the opportunity for equity appreciation afforded by a
direct investment in the Dollar General Common Stock because the amount
receivable by a Holder upon exchange on the Exchange Date or upon any
exercise by the Contracting Stockholder of its acceleration right under the
Contract will not exceed the Equity Appreciation Cap (which represents an
appreciation of % over the Initial Price). Holders will realize the
entire decline in value if the Exchange Price is less than the Initial Price.
See "Investment Objective and Policies--The Contract." Because the price of
the Dollar General Common Stock is subject to market fluctuations, the value
of the Dollar General Common Stock (or, pursuant to the right of the
Contracting Stockholder, the amount of cash or combination of cash and Dollar
General Common Stock) received by a Holder in exchange for a STRYPES on the
Exchange Date, determined as described herein, may be more or less than the
issue price paid for such STRYPES.

NO STOCKHOLDER RIGHTS

Holders will not be entitled to any rights with respect to the Dollar
General Common Stock (including, without limitation, voting rights and rights
to receive any dividends or other distributions in respect thereof) until
such time, if any, as the Trust shall have delivered the Dollar General
Common Stock upon exchange on the Exchange Date, upon any exercise by the
Contracting Stockholder of its acceleration right under the Contract or upon
early dissolution of the Trust, and unless the applicable record date, if
any, for the exercise of such right occurs after such delivery. For example,
in the event that an amendment is proposed to the Certificate of
Incorporation of the Company and the record date for determining the
stockholders of record entitled to vote on such amendment occurs prior to
such delivery, Holders of the STRYPES will not be entitled to vote on such
amendment.

The Contracting Stockholder is not responsible for the determination or
calculation of the amount receivable by Holders upon exchange on the Exchange
Date, upon any exercise by the Contracting Stockholder of its acceleration
right under the Contract or upon early dissolution of the Trust. The Contract
among the Trust, the Collateral Agent and the Contracting Stockholder is a
commercial transaction and does not create any rights in, or for the benefit
of, any third party, including any Holder.

RISK RELATING TO BANKRUPTCY

The Trust believes that the Contract will constitute a "securities
contract" for purposes of the Bankruptcy Code, performance of which would not
under Section 555 of the Bankruptcy Code be subject to the automatic stay
provisions of the Bankruptcy Code in the event of bankruptcy of any donor of
the Contracting Stockholder. It is, however, possible that the Contract will
be determined not to qualify as a "securities contract" or other protected
transaction under Sections 556 and 560 of the Bankruptcy Code for this
purpose (or that there will be a delay while the bankruptcy court considers
such issue), in which case the bankruptcy of any donor of the Contracting
Stockholder may cause a delay in settlement of the Contract with the
Contracting Stockholder, or otherwise subject the Contract to the bankruptcy
proceedings, which could adversely affect the time of exchange or, as a
result, the amount received by the Holders in respect of the STRYPES.

TAX MATTERS

Holders may experience a taxable event upon the exchange of STRYPES to
the extent that the Contracting Stockholder satisfies its obligation under
the Contract in whole or in part with cash (including upon the occurrence of
a Reorganization Event). Because of an absence of authority as to the proper
character of any gain or loss resulting from such a taxable event, the
ultimate tax consequences to Holders as a result of the Contracting
Stockholder satisfying its obligation under the Contract, in whole or in
part, with cash is uncertain. Accordingly, prospective investors in the
STRYPES should consult their own tax advisors in this regard. Investors
should also consult their own tax advisors concerning the proper treatment of
their pro rata share of the Trust's fees and expenses, and the application of
the United States Federal income tax laws to their particular situations as
well as any consequences of the purchase, ownership and disposition of the
STRYPES arising under the laws of any other taxing jurisdiction. The tax
consequences of investing in the STRYPES are described in greater detail
under "Certain United States Federal Income Tax Considerations."

DESCRIPTION OF THE STRYPES

Each STRYPES represents a proportionate share of beneficial interest in
the Trust, and a total of 7,500,000 STRYPES will be issued in the Offering,
assuming no exercise of the Underwriters' over-allotment option. Upon
liquidation of the Trust, Holders are entitled to share pro rata in the net
assets of the Trust available for distribution. STRYPES have no preemptive,
redemption or conversion rights. The STRYPES, when issued and outstanding,
will be fully paid and nonassessable.

Holders are entitled to one vote for each STRYPES held on all matters to
be voted on by Holders and are not able to cumulate their votes in the
election of Trustees. The Trust intends to hold annual meetings as required
by the rules of the NYSE. The Holders have the right, upon the declaration in
writing or vote of more than two-thirds of the outstanding STRYPES, to remove
a Trustee. The Trustees will call a meeting of Holders to vote on the removal
of a Trustee upon the written request of the record Holders of 10% of the
STRYPES or to vote on other matters upon the written request of the record
Holders of more than 50% of the STRYPES (unless substantially the same matter
was voted on during the preceding 12 months).

BOOK-ENTRY SYSTEM

The STRYPES will be issued in the form of one or more global securities
(the "Global Securities") deposited with the Depositary and registered in the
name of a nominee of the Depositary.

The Depositary has advised the Trust and the Underwriters as follows:
The Depositary is a limited-purpose trust company organized under the laws of
the State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered pursuant to Section 17A of the Exchange Act. The
Depositary was created to hold securities of persons who have accounts with
the Depositary ("participants") and to facilitate the clearance and
settlement of securities transactions among its participants in such
securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of
certificates. Such participants include securities brokers and dealers,
banks, trust companies and clearing corporations. Indirect access to the
Depositary's book-entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.

Upon the issuance of a Global Security, the Depositary or its nominee
will credit the respective STRYPES represented by such Global Security to the
accounts of participants. The accounts to be credited shall be designated by
the Underwriters. Ownership of beneficial interests in such Global Securities
will be limited to participants or persons that may hold interests through
participants. Ownership of beneficial interests by participants in such
Global Securities will be shown on, and the transfer of those ownership
interests will be effected only through, records maintained by the Depositary
or its nominee for such Global Securities. Ownership of beneficial interests
in such Global Securities by persons that hold through participants will be
shown on, and the transfer of that ownership interest within such participant
will be effected only through, records maintained by such participant. The
laws of some jurisdictions require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such limits and such
laws may impair the ability to transfer beneficial interests in a Global
Security.

So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the STRYPES.
Except as set forth below, owners of beneficial interests in such Global
Securities will not be entitled to have the STRYPES registered in their names
and will not receive or be entitled to receive physical delivery of the
STRYPES in definitive form and will not be considered the owners or Holders
thereof.

Payment of shares of Dollar General Common Stock or amounts payable or
other consideration deliverable on exchange of, and any quarterly
distributions on, STRYPES registered in the name of or held by the Depositary
or its nominee will be made to the Depositary or its nominee, as the case may
be, as the registered owner or the holder of the Global Security. None of the
Trust, any Trustee, the Administrator, the Paying Agent or the Custodian for
the STRYPES will have any responsibility or liability for any aspect of the
records relating to, or payments made on account of, beneficial ownership
interests in a Global Security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.

The Trust expects that the Depositary, upon receipt of any payment in
respect of a Global Security, will credit immediately participants' accounts
with payments in amounts proportionate to their respective beneficial
interests in such Global Security as shown on the records of the Depositary.
The Trust also expects that payments by participants to owners of beneficial
interests in such Global Security held through such participants will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers registered in "street
name," and will be the responsibility of such participants.

A Global Security may not be transferred except as a whole by the
Depositary to a nominee or a successor of the Depositary. If the Depositary
is at any time unwilling or unable to continue as depositary and a successor
depositary is not appointed by the Trust within ninety days, the Trust will
issue STRYPES in definitive registered form in exchange for the Global
Security representing such STRYPES. In addition, the Trust may at any time
and in its sole discretion determine not to have any STRYPES represented by
one or more Global Securities and, in such extent, will issue STRYPES in
definitive form in exchange for all of the Global Securities representing the
STRYPES. Further, if the Trust so specifies with respect to the STRYPES, an
owner of a beneficial interest in a Global Security representing STRYPES may,
on terms acceptable to the Trust and the Depositary for such Global Security,
receive STRYPES in definitive form. In any such instance, an owner of a
beneficial interest in a Global Security will be entitled to physical
delivery in definitive form of STRYPES represented by such Global Security
equal in number to that represented by such beneficial interest and to have
such STRYPES registered in its name.

TRUSTEES

The Trustees of the Trust consist of three individuals, none of whom is
an "interested person" of the Trust as defined in the Investment Company Act.
The Trustees of the Trust are responsible for the overall supervision of the
operations of the Trust and perform the various duties imposed on the
trustees of management investment companies by the Investment Company Act.

The Trustees of the Trust are:

<TABLE>
<CAPTION> PRINCIPAL OCCUPATION
NAME, AGE AND ADDRESS TITLE DURING PAST FIVE YEARS
------------------------- -------------------- -----------------------
<S> <C> <C>
Donald J. Puglisi, 52 . . . . . . . . . . . . . . . . Managing Trustee Professor of Finance
Department of Finance University of Delaware
University of Delaware
Newark, DE 19716

William R. Latham III, 53 . . . . . . . . . . . . . . Trustee Professor of Economics
Department of Economics University of Delaware
University of Delaware
Newark, DE 19716

James B. O'Neill, 58 . . . . . . . . . . . . . . . . Trustee Professor of Economics
Center for Economic University of Delaware
Education & Entrepreneurship
University of Delaware
Newark, DE 19716

</TABLE>

COMPENSATION OF TRUSTEES

Each unaffiliated Trustee will be paid by the Underwriters, in respect
of its annual fees and anticipated out-of-pocket expenses, a one-time, up-
front fee of $10,800. The Trust's Managing Trustee will also receive an
additional up-front fee of $3,600 for serving in that capacity. The Trustees
will not receive, either directly or indirectly, any compensation, including
any pension or retirement benefits, from the Trust. None of the Trustees
receives any compensation for serving as a trustee or director of any other
affiliated investment company.

MANAGEMENT ARRANGEMENTS

PORTFOLIO MANAGEMENT AND ADMINISTRATION

The Trust will be internally managed and will not have an investment
adviser. The Trust's portfolio will not be actively managed. The Trustees of
the Trust will authorize the purchase of the Contract and the U.S. Treasury
Securities as directed by the Declaration of Trust. It is a fundamental
policy of the Trust that the Contract may not be disposed of during the term
of the Trust and that the U.S. Treasury Securities may not be disposed of
prior to their respective maturities.

The Contracting Stockholder and the Underwriters will pay all expenses
incurred in the operation of the Trust, including, among other things,
accounting services, expenses for legal and auditing services, taxes, costs
of printing proxies, listing fees, if any, stock certificates and shareholder
reports, charges of the Administrator, the Custodian and the Paying Agent,
expenses of registering the STRYPES under Federal and state securities laws,
Commission fees, fees and expenses of Trustees, accounting costs, brokerage
costs, litigation and other extraordinary or non-recurring expenses, mailing
and other expenses properly payable by the Trust. See "--Estimated Expenses."

ADMINISTRATOR

The day-to-day affairs of the Trust will be managed by The Bank of New
York, as trust administrator pursuant to an Administration Agreement. Under
the Administration Agreement, the Trustees have delegated most of their
operational duties to the Administrator, including without limitation, the
duties to: (i) pay, or cause to be paid, all expenses incurred by the Trust;
(ii) with the approval of the Trustees, engage legal and other professional
advisors (other than the independent public accountants for the Trust); (iii)
instruct the Paying Agent to pay distributions on STRYPES as described
herein; (iv) cause the legal and other professional advisors engaged by it to
prepare and mail, file or publish all notices, proxies, reports, tax returns
and other communications and documents for the Trust, and keep all books and
records for the Trust; (v) at the
direction of the Trustees, and upon being furnished with reasonable security
and indemnity as the Administrator may require, institute and prosecute legal
and other appropriate proceedings to enforce the rights and remedies of the
Trust; and (vi) make, or cause to be made, all necessary arrangements with
respect to meetings of Trustees and any meetings of Holders. The
Administrator will not, however, select the independent public accountants
for the Trust or sell or otherwise dispose of the Trust assets (except in
connection with the settlement of the Contract on the Business Day
immediately preceding the Exchange Date).

The Administration Agreement may be terminated by either the Trust or
the Administrator upon 60 days prior written notice, except that no
termination shall become effective until a successor Administrator has been
chosen and has accepted the duties of the Administrator.

Except for its roles as Administrator, Custodian and Paying Agent of the
Trust, and except for its role as Collateral Agent under the Security and
Pledge Agreement, The Bank of New York has no other affiliation with, and is
not engaged in any other transactions with, the Trust.

The address of the Administrator is 101 Barclay Street, New York, New
York 10286.

CUSTODIAN

The Trust's custodian is The Bank of New York pursuant to a custodian
agreement (the "Custodian Agreement"). In the event of any termination of the
Custodian Agreement by the Trust or the resignation of the Custodian, the
Trust must engage a new Custodian to carry out the duties of the Custodian as
set forth in the Custodian Agreement. The Custodian will also act as
Collateral Agent under the Security and Pledge Agreement and will hold a
perfected security interest in the shares of Series A Convertible Junior
Preferred Stock or other assets consistent with the terms of the Contract
pledged thereunder.

PAYING AGENT

The paying agent, transfer agent and registrar for the STRYPES is The
Bank of New York pursuant to a paying agent agreement (the "Paying Agent
Agreement"). In the event of any termination of the Paying Agent Agreement by
the Trust or the resignation of the Paying Agent, the Trust will use its best
efforts to engage a new Paying Agent to carry out the duties of the Paying
Agent.

INDEMNIFICATION

The Trust will indemnify each Trustee, the Administrator, the Paying
Agent and the Custodian with respect to any claim, liability, loss which it
may incur in acting as Trustee, Administrator, Paying Agent or Custodian, as
the case may be, and any reasonable expense incurred in connection with any
such claim, liability or loss (including the reasonable costs and expenses of
the defense against any claim or liability) except in the case of willful
misfeasance, bad faith, gross negligence or reckless disregard of their
respective duties. Subject to the satisfaction of certain conditions, Merrill
Lynch & Co., Inc. will reimburse the Trust for any amounts it may be required
to pay as indemnification to any Trustee, the Administrator, the Paying Agent
or the Custodian, and Merrill Lynch & Co., Inc. will in turn be reimbursed by
the Contracting Stockholder for all such reimbursements paid by it.

ESTIMATED EXPENSES

At the closing of the Offering, the Underwriters will pay to each of the
Administrator, the Custodian and the Paying Agent a one-time, up-front amount
in respect of its fee. In addition, the Contracting Stockholder will pay to
the Administrator at the closing of the Offering an amount, estimated to be
approximately $ , in respect of certain anticipated ongoing expenses of
the Trust over the term of the Trust. The anticipated Trust expenses to be
borne by the Contracting Stockholder include, among other things, expenses
for legal and independent accountants' services, costs of printing proxies,
STRYPES certificates and Holder reports and stock exchange fees. Organization
costs of the Trust in the amount of $ and approximately $ in
respect of costs associated with the initial registration and public offering
of the STRYPES will be paid by the Underwriters.

The amount payable to the Administrator in respect of the anticipated
ongoing expenses of the Trust was determined based on expense estimates made
in good faith on the basis of information currently available to the Trust,
including estimates furnished by the Trust's agents. Merrill Lynch & Co.,
Inc. will pay any unanticipated operating expenses of the Trust. Merrill
Lynch & Co., Inc. will be reimbursed by the Contracting Stockholder for all
fees and expenses of the Trust paid by it.

DIVIDENDS AND DISTRIBUTIONS

The Trust intends to distribute cash to Holders on a quarterly basis at
the rate of % of the Investment Amount per annum (which quarterly
distribution will equal the fixed quarterly distributions from the proceeds
of the maturing U.S. Treasury Securities held by the Trust). The first
distribution, in respect of the period from , 1998 until
, 1998, will be made on , 1998 to Holders of record as of
, 1998, and will equal $ per STRYPES. Thereafter, distributions will
be made on , , and of each year to
Holders of record as of each , , and
, respectively.

The "Investment Amount" means, with respect to each STRYPES, $
initially and is subject to adjustment from time to time prior to the
Exchange Date to reflect the distribution of assets by the Trust upon any
exercise by the Contracting Stockholder of its acceleration right under the
Contract. On each Acceleration Date, if any, the Investment Amount shall be
adjusted by multiplying the Investment Amount in effect immediately prior to
such Acceleration Date by a fraction, the numerator of which shall be the
Optional Acceleration Value of the Contract immediately after such
Acceleration Date and the denominator of which shall be the Optional
Acceleration Value of the Contract immediately prior to such Acceleration
Date.

Upon dissolution of the Trust as described in "Investment Objective and
Policies--Trust Dissolution," each Holder will share pro rata in any
remaining net assets of the Trust.

NET ASSET VALUE

The net asset value of the STRYPES will be calculated by the Trust no
less frequently than quarterly by dividing the value of the net assets of the
Trust (the value of its assets less its liabilities) by the total number of
STRYPES outstanding. The Trust's net asset value will be published semi-
annually as part of the Trust's semi-annual report to Holders and at such
other times as the Trustees may determine. The U.S. Treasury Securities held
by the Trust will be valued at the mean between the last current bid and
asked prices or, if quotations are not available, as determined in good faith
by the Trust. Short-term investments having a maturity of 60 days or less are
valued at cost with accrued interest or discount earned included in interest
receivable. The Contract will be valued at the mean of the bid prices
received by the Administrator from at least three independent broker-dealer
firms unaffiliated with the Trust who are in the business of making bids on
financial instruments similar to the Contract and with terms comparable
thereto.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

Set forth in full below is the opinion of Brown & Wood LLP, counsel to
the Trust, as to certain United States Federal income tax consequences of the
purchase, ownership and disposition of the STRYPES. Such opinion is based
upon laws, regulations, rulings and decisions now in effect, all of which are
subject to change (including retroactive changes in effective dates) or
possible differing interpretations. The discussion below deals only with
STRYPES held as capital assets and does not purport to deal with persons in
special tax situations, such as financial institutions, insurance companies,
regulated investment companies, dealers in securities or currencies, tax-
exempt entities, persons holding STRYPES in a tax-deferred or tax-advantaged
account, or persons holding STRYPES as a hedge against currency risks, as a
position in a "straddle" or as part of a "hedging" or "conversion"
transaction for tax purposes. It also does not deal with Holders of STRYPES
other than original purchasers thereof (except where otherwise specifically
noted herein). Moreover, the discussion below generally does not address the
tax consequences of ownership of the Dollar General Common Stock or
Marketable Securities. The
following discussion also does not address the tax consequences of investing
in the STRYPES arising under the laws of any state, local or foreign
jurisdiction. Persons considering the purchase of the STRYPES should consult
their own tax advisors concerning the application of the United States
Federal income tax laws to their particular situations as well as any
consequences of the purchase, ownership and disposition of the STRYPES
arising under the laws of any other taxing jurisdiction.

As used herein, the term "U.S. Holder" means a beneficial owner of
STRYPES that is for United States Federal income tax purposes (i) a citizen
or resident of the United States, (ii) a corporation, a partnership or other
entity created or organized in or under the laws of the United States or of
any political subdivision thereof (other than a partnership that is not
treated as a United States person under any applicable Treasury regulations),
(iii) an estate the income of which is subject to United States Federal
income taxation regardless of its source, or (iv) a trust if a court within
the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons have the
authority to control all substantial decisions of the trust. Notwithstanding
the preceding sentence, to the extent provided in Treasury regulations,
certain trusts in existence on August 20, 1996, and treated as United States
persons prior to such date that elect to continue to be treated as United
States persons also will be a U.S. Holder. As used herein, the term "non-U.S.
Holder" means a beneficial owner of STRYPES that is not a U.S. Holder. Unless
otherwise specifically provided, the following opinion of Brown & Wood LLP
assumes that on the Exchange Date Holders of the STRYPES will receive shares
of Dollar General Common Stock.

CLASSIFICATION OF THE TRUST

The Trust will be classified as a grantor trust under subpart E, Part I
of subchapter J of the Internal Revenue Code of 1986, as amended (the
"Code"). As such, Holders of the STRYPES will be treated for United States
Federal income tax purposes as owners of a pro rata undivided interest in the
Trust's assets which will consist of the U.S. Treasury Securities and the
Contract. Accordingly, each Holder will be required to report on its United
States Federal income tax return its pro rata share of the entire income on
the Trust's assets in accordance with such Holder's regular method of tax
accounting.

U.S. HOLDERS

As previously discussed, each U.S. Holder will be considered the owner
of its pro rata portion of the U.S. Treasury Securities and the Contract held
by the Trust. The cost to a U.S. Holder of its STRYPES will be allocated
among such U.S. Holder's pro rata portion of the U.S. Treasury Securities and
the Contract (in proportion to the relative fair market values thereof on the
date on which the U.S. Holder acquires its STRYPES) in order to determine the
U.S. Holder's initial tax basis in the U.S. Holder's pro rata portion of the
U.S. Treasury Securities and the Contract. It is currently anticipated that
% and % of the net proceeds of the offering will be used by the Trust to
purchase the U.S. Treasury Securities and as payments under the Contract,
respectively.

The U.S. Treasury Securities held by the Trust will be treated for
United States Federal income tax purposes as having original issue discount
which will accrue over the term of the U.S. Treasury Securities. In general,
a U.S. Holder will be treated as having purchased each U.S. Treasury Security
held by the Trust with original issue discount in an amount equal to the
excess of the U.S. Holder's pro rata portion of the amount payable on such
U.S. Treasury Security over the U.S. Holder's initial tax basis therefor as
discussed above. A U.S. Holder (whether on the cash or accrual method of tax
accounting) will be required to include such original issue discount in
income for United States Federal income tax purposes as it accrues in
accordance with a constant yield method. Because it is expected that 20% or
more of the Holders of STRYPES will be accrual basis taxpayers, original
issue discount on any short-term U.S. Treasury Securities (i.e., any U.S.
Treasury Security with a maturity of one year or less from the date it is
purchased by the Trust) held by the Trust will also be currently includable
in income by U.S. Holders as it accrues on a straight-line basis (unless a
U.S. Holder elects to accrue such original issue discount on a constant yield
basis). A U.S. Holder's tax basis in its pro rata portion of a U.S. Treasury
Security will be increased by the amount of any original issue discount
included in income by the U.S. Holder with respect to such U.S. Treasury
Security (as described above). A U.S. Holder will also be required to
recognize capital gain or loss with respect to such U.S. Holder's pro rata
portion of the U.S. Treasury Securities upon an early dissolution of the
Trust in an amount equal to the difference between the amount of cash, if
any, received by the U.S. Holder in respect of such U.S. Holder's pro rata
portion of the U.S. Treasury Securities and the U.S. Holder's tax basis in
its pro rata portion of the U.S. Treasury
Securities. Such capital gain or loss would be long-term capital gain or loss
if the STRYPES have been held by the U.S. Holder for more than one year. The
receipt by a U.S. Holder of its pro rata portion of U.S. Treasury Securities
upon the Contracting Stockholder's exercise of its acceleration right under
the Contract or upon dissolution of the Trust will not be a taxable event to
the U.S. Holder. The U.S. Holder's tax basis in such U.S. Treasury
Securities will be the same as such U.S. Holder's tax basis in such U.S.
Treasury Securities immediately prior to the receipt thereof, and the U.S.
Holder's holding period for such U.S. Treasury Securities will include the
period during which the U.S. Holder held the related STRYPES.

Each U.S. Holder will also be treated as having entered into a pro rata
portion of the Contract. Under current law, a U.S. Holder should not be
required to recognize any income, gain or loss with respect to the Contract
until the earlier of the Exchange Date, upon the occurrence of a
Reorganization Event or "Default" or, in certain cases, upon exercise by the
Contracting Stockholder of its acceleration right under the Contract. On the
Exchange Date or upon a "Default", if the Contracting Stockholder delivers
Dollar General Common Stock pursuant to the Contract in respect of a U.S.
Holder's STRYPES, the U.S. Holder will generally not realize any taxable gain
or loss upon the receipt of such Dollar General Common Stock. However, a U.S.
Holder will generally be required to recognize taxable gain or loss with
respect to any cash received in lieu of fractional shares. The amount of such
gain or loss recognized by a U.S. Holder will be equal to the difference, if
any, between the amount of cash received by the U.S. Holder and the portion
of the U.S. Holder's tax basis in the Contract that is allocable to the
fractional shares. Any such taxable gain or loss will be treated as short-
term capital gain or loss. A U.S. Holder will have an initial tax basis in
any Dollar General Common Stock received thereby on the Exchange Date or upon
a "Default" in an amount equal to the U.S. Holder's tax basis in the Contract
less the portion of such tax basis that is allocable to any fractional shares
(as described above) and will realize taxable gain or loss with respect to
any such Dollar General Common Stock received thereby on the Exchange Date or
upon a "Default" only upon the subsequent sale or disposition by the U.S.
Holder of such Dollar General Common Stock. In addition, a U.S. Holder's
holding period for any Dollar General Common Stock received by such U.S.
Holder on the Exchange Date or upon a "Default" will begin on the Exchange
Date or the day immediately following the date of acceleration, respectively,
and will not include the period during which the U.S. Holder held the related
STRYPES.

Alternatively, if the Contracting Stockholder satisfies its obligations
under the Contract in whole in cash on the Exchange Date in respect of a U.S.
Holder's STRYPES, the U.S. Holder will recognize taxable gain or loss with
respect to the Contract in an amount equal to the difference, if any, between
the total amount of cash received by such U.S. Holder and an amount equal to
the U.S. Holder's tax basis in the Contract. It is uncertain whether such
gain or loss would be treated as capital or ordinary gain or loss. If such
gain or loss is properly treated as capital, then such gain or loss will be
treated as long-term capital gain or loss if the STRYPES has been held by the
U.S. Holder for more than one year. If such gain or loss is properly treated
as ordinary gain or loss, it is possible that the deductibility of any loss
by a U.S. Holder who is an individual could be subject to the limitations
applicable to miscellaneous itemized deductions provided for under Section
67(a) of the Code. In general, Section 67(a) of the Code provides that an
individual may only deduct miscellaneous itemized deductions for a particular
taxable year to the extent that the aggregate amount of the individual's
miscellaneous itemized deductions for such taxable year exceed two percent of
the individual's adjusted gross income for such taxable year (the
miscellaneous itemized deductions and other itemized deductions allowable to
high-income individuals, however, are generally subject to further
limitations under Section 68 of the Code). Prospective investors in the
STRYPES who are individuals should also be aware that miscellaneous itemized
deductions are not allowable in computing the United States Federal
alternative minimum tax imposed by Section 55 of the Code. Prospective
investors in the STRYPES are urged to consult their own tax advisors
concerning the character of any gain or loss realized on the Exchange Date
with respect to the Contract in the event that the Contracting Stockholder
elects to satisfy its obligations under the Contract in whole in cash on the
Exchange Date, as well as the deductibility of any such loss.

In the event that a U.S. Holder receives a combination of cash and
shares of Dollar General Common Stock on the Exchange Date, a U.S. Holder
generally should not be required to recognize taxable gain or loss. A U.S.
Holder's tax basis in any Dollar General Common Stock received thereby
generally should equal the U.S. Holder's tax basis in the Contract less the
amount of any cash received by the U.S. Holder. A U.S. Holder should,
however, be required to recognize taxable gain to the extent that the amount
of cash received by the U.S. Holder exceeds the U.S. Holder's tax basis in
the Contract. As an alternative to the foregoing rules, in the event that a
U.S. Holder receives a combination of cash and shares of Dollar General
Common Stock on the Exchange Date, it is possible that the U.S. Holder could
be required to apply the rules
described in the two preceding paragraphs to the STRYPES held thereby on a
pro rata basis in proportion to the amount of the Dollar General Common Stock
and cash received thereby.

In general, if the Contracting Stockholder exercises its acceleration
option under the Contract, the tax consequences to a U.S. Holder are not
entirely certain. It is likely that upon any acceleration (other than a one-
time acceleration in whole, which generally should be treated in the same
manner as an exchange of STRYPES on the Exchange Date) a U.S. Holder should
not be required to recognize taxable gain or loss upon receipt of either
Dollar General Common Stock or cash. A U.S. Holder's tax basis in any Dollar
General Common Stock received thereby as a result of any exercise by the
Contracting Stockholder of its acceleration option under the Contract
generally should equal the U.S. Holder's tax basis in the Contract less any
cash received by the U.S. Holder upon such acceleration and any prior
accelerations. However, a U.S. Holder should be required to recognize
taxable gain in respect of the Contract to the extent that the total amount
of cash received by the U.S. Holder under the Contract upon such acceleration
and any prior accelerations exceeds the U.S. Holder's tax basis in the
Contract. As previously discussed, the proper character of any such gain is
not entirely certain. As an alternative to the foregoing rules, it is
possible that a U.S. Holder will be required to allocate the U.S. Holder's
tax basis in the portion of the Contract accelerated among any shares of
Dollar General Common Stock and cash received by the U.S. Holder upon an
exercise by the Contracting Stockholder of its acceleration option under the
Contract. In such event, the U.S. Holder would be required to recognize
taxable gain or loss in an amount equal to the difference between the amount
of cash received and the portion of the U.S. Holder's tax basis in the
Contract that is allocable to such cash. In no event, however, will a U.S.
Holder's holding period for any Dollar General Common Stock received by the
U.S. Holder upon an exercise by the Contracting Stockholder of its
acceleration option under the Contract include the period during which the
U.S. Holder held the related STRYPES.

Upon the sale or other disposition of a STRYPES prior to the Exchange
Date, a U.S. Holder generally will be required to allocate the total amount
realized by such U.S. Holder upon such sale or other disposition between the
U.S. Holder's pro rata portion of the U.S. Treasury Securities and the
Contract based upon their relative fair market values (as determined on the
date of disposition). A U.S. Holder will generally be required to recognize
taxable gain or loss with respect to each such component (i.e., the U.S.
Holder's pro rata portion of the U.S. Treasury Securities and the Contract)
in an amount equal to the difference, if any, between the amount realized
with respect to each such component upon the sale or disposition of the
STRYPES (as determined in the manner described above) and the U.S. Holder's
adjusted tax basis in each such component. Any such gain or loss will
generally be treated as long-term capital gain or loss if the U.S. Holder has
held the STRYPES for more than one year at the time of disposition.

The proper treatment of the payment by the Contracting Stockholder or
Merrill Lynch & Co., Inc. of various costs and expenses associated with the
organization and operation of the Trust is uncertain. It is possible that
there will be no United States Federal income tax consequences to U.S.
Holders as a result of any such payments. However, it is possible that the
Internal Revenue Service ("IRS") could assert that any such payments
constitute income to U.S. Holders. If the IRS were to prevail in treating
such payments as income, then an individual U.S. Holder who itemizes
deductions could possibly amortize and deduct over the term of the Trust
(subject to any applicable limitation such as Section 67(a) of the Code) its
pro rata portion of the one-time, up-front fees paid to the Administrator,
the Custodian and the Paying Agent, and could possibly deduct (subject to any
applicable limitations such as those in Section 67(a) of the Code) its pro
rata portion of the other expenses described under "Management Arrangements--
Estimated Expenses" incurred by the Trust resulting from its ongoing
operations (including the fees payable to the Trustees) as such expenses are
incurred. Brown & Wood LLP, counsel to the Trust, believes that a U.S.
Holder's pro rata portion of the expenses directly incurred by a U.S. Holder
in connection with the organization of the Trust, underwriting discounts and
commissions and other offering expenses should be includable in the cost to
the U.S. Holder of the STRYPES. However, there can be no assurance that the
IRS will not take a contrary view. If the IRS were to prevail in treating
such expenses as excludible from a U.S. Holder's cost of the STRYPES, such
expenses would not be includable in the basis of the assets of the Trust and
should instead, subject to the limitations provided for under Section 67(a)
of the Code, be amortizable and deductible over the term of the Trust.

POSSIBLE ALTERNATIVE CHARACTERIZATIONS OF THE CONTRACT

Brown & Wood LLP, counsel to the Trust, believes the Contract should be
treated for United States Federal income tax purposes as a prepaid forward
contract for the purchase of a variable number of shares of Dollar General
Common Stock.

The IRS could conceivably take the view that the Contract should be treated
as a loan to the Contracting Stockholder in exchange for a contingent debt
obligation of the Contracting Stockholder. If the IRS were to prevail in
making such an assertion, a U.S. Holder might be required to include original
issue discount in income over the term of the STRYPES based on the excess of
the anticipated value of the Dollar General Common Stock to be received in
respect of the Contract over the amount paid for the Contract. In addition, a
U.S. Holder would be required to include interest (rather than capital gain)
in income on the Exchange Date in an amount equal to the excess, if any, of
the value of the Dollar General Common Stock received on the Exchange Date
(or the proceeds from prior disposition of the Contract) over the aggregate
of the basis of the Contract and any interest on the Contract previously
included in income (or might be entitled to an ordinary deduction to the
extent of interest previously included in income and not ultimately
received). The IRS could also conceivably take the view that a U.S. Holder
should simply include in income as interest the amount of cash actually
received each year in respect of the STRYPES.

MISCELLANEOUS TAX MATTERS

Special tax rules may apply to persons holding STRYPES as part of a
"synthetic security" or other integrated investment, or as part of a
straddle, hedging transaction or other combination of offsetting positions.
For instance, Section 1258 of the Code may possibly require certain U.S.
Holders of the STRYPES who enter into hedging transactions or offsetting
positions with respect to the STRYPES to treat all or a portion of any gain
realized on the STRYPES as ordinary income in instances where such gain may
have otherwise been treated as capital gain. U.S. Holders hedging their
positions with respect to the STRYPES or otherwise holding their STRYPES in a
manner described above should consult their own tax advisors regarding the
applicability of Section 1258 of the Code, or any other provision of the
Code, to their investment in the STRYPES.

If as a result of a Reorganization Event, cash, Marketable Securities,
or a combination of cash and Marketable Securities is delivered pursuant to
the Contract, U.S. Holders generally may be required to recognize taxable
gain or loss in respect of any cash received, including cash received in lieu
of fractional shares of Marketable Securities and, in some instances, in
respect of any Marketable Securities received upon receipt thereof. Moreover,
in some instances, U.S. Holders may be required to recognize at the time of a
Reorganization Event taxable gain or loss in respect of the amount of cash
(and, in some cases, Marketable Securities) which is fixed at the time of
such Reorganization Event and is to be delivered pursuant to the Contract. It
is uncertain whether any taxable gain or loss recognized by a U.S. Holder as
a result of a Reorganization Event would be capital or ordinary. U.S. Holders
are urged to consult their own tax advisors concerning the specific tax
consequences of a Reorganization Event on their investment in a STRYPES.

THE TAXPAYER RELIEF ACT OF 1997

On August 5, 1997, the Taxpayer Relief Act of 1997 (the "Tax Act") was
enacted into law. The Tax Act adds new Section 1259 to the Code. In general,
Section 1259 of the Code requires taxpayers (including corporations) to
recognize gain (but not loss) upon entering into a "constructive sale" of any
appreciated position in stock. For these purposes, a taxpayer is treated as
making a "constructive sale" of an appreciated position in stock when the
taxpayer (or a person related to the taxpayer) enters into a forward contract
to deliver the stock. A "forward contract" is defined for these purposes as a
contract to deliver a substantially fixed amount of property for a
substantially fixed price. Section 1259 of the Code generally applies to
constructive sales entered into after June 8, 1997. The Contracting
Stockholder does not believe that it will be considered to have made a
constructive sale of any of its Dollar General Common Stock as a result of
having entered into the Contract. There can be no assurance, however, that
future guidance will not be issued under Section 1259 of the Code which would
indicate that the Contracting Stockholder has made a constructive sale of its
shares of Dollar General Common Stock as a result of having entered into the
Contract. In such event, it is possible that the Contracting Stockholder
could elect to exercise its acceleration option under the Contract.

The Tax Act also reduces the maximum rates on long-term capital gains
recognized on capital assets held by individual taxpayers for more than
eighteen months as of the date of disposition (and would further reduce the
maximum rates on such gains in the year 2001 and thereafter for certain
individual taxpayers who meet specified conditions). Prospective investors
should consult their own tax advisors concerning these tax law changes.

NON-U.S. HOLDERS

Subject to the discussion below concerning income that is effectively
connected with a trade or business conducted by a non-U.S. Holder in the
United States, payments of interest (including original issue discount) made
with respect to the U.S. Treasury Securities will not be subject to United
States withholding tax, provided that such non-U.S. Holder complies with
applicable certification requirements. In general, for a non-U.S. Holder to
qualify for this exemption from taxation, the last United States payor in the
chain of payment prior to payment to a non-U.S. Holder (the "Withholding
Agent") must have received in the year in which a payment of interest or
principal occurs, or in either of the two preceding calendar years, a
statement that (i) is signed by the beneficial owner of the U.S. Treasury
Securities under penalties of perjury, (ii) certifies that such owner is not
a U.S. Holder and (iii) provides the name and address of the beneficial
owner. The statement may be made on an IRS Form W-8 or a substantially
similar form, and the beneficial owner must inform the Withholding Agent of
any change in the information on the statement within 30 days of such change.
If STRYPES is held through a securities clearing organization or certain
other financial institutions, the organization or institution may provide a
signed statement to the Withholding Agent. However, in such case, the signed
statement must be accompanied by a copy of the IRS Form W-8 or the substitute
form provided by the beneficial owner to the organization or institution.

Any capital gain realized in respect of STRYPES by a non-U.S. Holder
will generally not be subject to United States Federal income tax if (i) such
gain is not effectively connected with a United States trade or business of
such non-U.S. Holder and (ii) in the case of an individual non-U.S. Holder,
such individual is not present in the United States for 183 days or more in
the taxable year of the sale or other disposition, or the gain is not
attributable to a fixed place of business maintained by such individual in
the United States and such individual does not have a "tax home" (as defined
for United States Federal income tax purposes) in the United States.

If any interest or gain realized by a non-U.S. Holder is effectively
connected with the non-U.S. Holder's conduct of a trade or business in the
United States, such interest or gain will be subject to regular United States
Federal income tax in the same manner as if the non-U.S. Holder were a U.S.
Holder. In addition, in such event, if such non-U.S. Holder is a foreign
corporation, such interest or gain may be included in the earnings and
profits of such non-U.S. Holder in determining such non-U.S. Holder's United
States branch profits tax liability.

BACKUP WITHHOLDING AND INFORMATION REPORTING

A beneficial owner of STRYPES may be subject to information reporting
and to backup withholding at a rate of 31 percent of certain amounts paid to
the beneficial owner unless such beneficial owner provides proof of an
applicable exemption or a correct taxpayer identification number, and
otherwise complies with applicable requirements of the backup withholding
rules.

Any amounts withheld under the backup withholding rules from a payment
to a beneficial owner would be allowed as a refund or a credit against such
beneficial owner's United States Federal income tax provided the required
information is furnished to the IRS.

NEW WITHHOLDING REGULATIONS

On October 6, 1997, the Treasury Department issued new regulations (the
"New Regulations") which make certain modifications to the withholding,
backup withholding and information reporting rules described above. The New
Regulations attempt to unify certification requirements and modify reliance
standards. The New Regulations will generally be effective for payments made
after December 31, 1999, subject to certain transition rules. Prospective
investors are urged to consult their own tax advisers concerning the New
Regulations.

PROSPECTIVE INVESTORS IN THE STRYPES SHOULD BE AWARE THAT THERE IS NO
AUTHORITY DIRECTLY ADDRESSING THE PROPER UNITED STATES FEDERAL INCOME TAX
TREATMENT OF THE STRYPES OR SECURITIES WITH TERMS SUBSTANTIALLY THE SAME AS
THE STRYPES, AND THAT NO RULING HAS BEEN REQUESTED FROM THE IRS WITH RESPECT
TO THE STRYPES. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THE IRS WILL
AGREE WITH THE FOREGOING DISCUSSION AND THAT THE IRS WILL NOT ASSERT A
CONTRARY POSITION AS TO THE PROPER UNITED STATES
FEDERAL INCOME TAX TREATMENT OF THE STRYPES WHICH MIGHT CAUSE THE CHARACTER
AND TIMING OF INCOME, GAIN OR LOSS RECOGNIZED WITH RESPECT TO A STRYPES TO
DIFFER SIGNIFICANTLY FROM SUCH CHARACTER AND TIMING DISCUSSED ABOVE.
PROSPECTIVE INVESTORS IN THE STRYPES ARE THEREFORE URGED TO CONSULT WITH
THEIR OWN TAX ADVISORS PRIOR TO MAKING AN INVESTMENT IN THE STRYPES.

UNDERWRITING

Subject to the terms and conditions set forth in a purchase agreement
(the "Purchase Agreement"), the Trust has agreed to sell to each of the
underwriters named below (the "Underwriters"), and each of the Underwriters,
for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman,
Sachs & Co. are acting as representatives (the "Representatives"), has
severally agreed to purchase, the aggregate number of STRYPES set forth
opposite its name below:

<TABLE>
<CAPTION> NUMBER OF
UNDERWRITER STRYPES
___________ ________
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated . . . . . . . . . . . . . . . . . .
Goldman, Sachs & Co. . . . . . . . . . . . . . .
__________
Total . . . . . . . . . . . . . . . . . 7,500,000
__________

</TABLE>

The Purchase Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will be
obligated to purchase all of the STRYPES offered hereby if any of such
STRYPES are purchased. In the event of a failure to close, any funds debited
from any investor's account maintained with an Underwriter will be credited
to such account and any funds received by such Underwriter by check or money
order from any investor will be returned to such investor by check.

The Underwriters have advised the Trust that they propose to offer the
STRYPES to the public initially at the public offering price set forth on the
cover page of this Prospectus and to certain dealers at such price less a
concession not in excess of $ per STRYPES. The Underwriters may allow,
and such dealers may reallow, a discount not in excess of $ per STRYPES
to certain other dealers. After the initial public offering, the public
offering price, concession and discount may be changed. The sales load of $
per STRYPES is equal to % of the initial public offering price. Investors
must pay for any STRYPES purchased in the initial public offering on or
before , 1998.

The Trust has granted the Underwriters an option to purchase up to an
additional 1,125,000 STRYPES (subject to decrease by the number of STRYPES
resulting from the split of the initial STRYPES described below) at the
initial public offering price, less the underwriting discount. Such option,
which will expire 30 days after the date of this Prospectus, may be exercised
solely to cover over-allotments. To the extent that the Underwriters
exercise such option, each of the Underwriters will have a firm commitment,
subject to certain conditions, to purchase from the Trust approximately the
same percentage of the option shares that the number of shares to be
purchased initially by that Underwriter is of the 7,500,000 STRYPES initially
purchased by the Underwriters.

The Company and the Contracting Stockholder have agreed, subject to
certain exceptions, not to offer, sell, contract to sell or otherwise dispose
of, directly or indirectly, any shares of Dollar General Common Stock or
securities directly or indirectly convertible or exchangeable into, or
exercisable for, Dollar General Common Stock for a period of 90 days after
the date of this Prospectus, without the prior written consent of Merrill
Lynch, Pierce, Fenner & Smith Incorporated.

The Underwriters do not intend to confirm sales of STRYPES offered
hereby to any accounts over which they exercise discretionary authority.

Prior to the Offering, there has been no public market for the STRYPES.
Application will be made to list the STRYPES on the NYSE. In connection with
the listing, the Underwriters will undertake that sales of STRYPES will meet
the NYSE's minimum distribution standards.

The Company and the Contracting Stockholder have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments the Underwriters may be required
to make in respect thereof.

In connection with the formation of the Trust, ML IBK Positions, Inc.,
an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated,
subscribed for and purchased one STRYPES for a purchase price of $100. Prior
to the Offering, the
initial STRYPES will be split into the smallest whole number of STRYPES that
would result in the per STRYPES amount recorded as capital, after effecting
the split, not exceeding the initial public offering price per STRYPES.
Under the Contract, the Contracting Stockholder will be obligated to deliver
to the Trust on the Business Day immediately preceding the Exchange Date a
number of shares of Dollar General Common Stock (or, pursuant to the right of
the Contracting Stockholder, cash, or a combination of cash and Dollar
General Common Stock, with an equal value) in respect of such STRYPES on the
same terms as the STRYPES offered hereby.

Until the distribution of the STRYPES is completed, rules of the
Commission may limit the ability of the Underwriters and any selling group
members to bid for and purchase the STRYPES or shares of Dollar General
Common Stock. As an exception to these rules, the Underwriters are permitted
to engage in certain transactions that stabilize the price of the STRYPES or
the Dollar General Common Stock. Such transactions consist of bids or
purchases for the purpose of pegging, fixing or maintaining the price of the
STRYPES or the Dollar General Common Stock.

If the Underwriters create a short position in the STRYPES in connection
with the Offering, i.e., if they sell more STRYPES than are set forth on the
cover page of this Prospectus, the Underwriters may reduce that short
position by purchasing STRYPES in the open market. The Underwriters may also
elect to reduce any short position by exercising all or part of the over-
allotment option described above.

In general, purchases of a security for the purpose of stabilization or
to reduce a short position could cause the price of the security to be higher
than it might be in the absence of such purchases.

Neither the Trust nor any of the Underwriters makes any representation
or prediction as to the direction or magnitude of any effect that the
transactions described above may have on the price of the STRYPES or the
Dollar General Common Stock. In addition, neither the Trust nor any of the
Underwriters makes any representation that the Underwriters will engage in
such transactions or that such transactions, once commenced, will not be
discontinued without notice.

The Underwriters render investment banking and other financial services
to the Company from time to time.

LEGAL MATTERS

Certain legal matters will be passed upon for the Trust and the
Underwriters by their counsel, Brown & Wood LLP, New York, New York. Certain
matters of Delaware law will be passed upon for the Trust by Richards, Layton
& Finger, Wilmington, Delaware.

EXPERTS

The statement of assets, liabilities and capital included in this
Prospectus has been audited by , independent auditors, as stated in
their opinion appearing herein, and has been included in reliance upon such
opinion given on the authority of said firm as experts in auditing and
accounting.

ADDITIONAL INFORMATION

The Trust has filed with the Commission, Washington, D.C. 20549, a
Registration Statement on Form N-2 under the Securities Act with respect to
the STRYPES offered hereby. Further information concerning the STRYPES and
the Trust may be found in the Registration Statement, of which this
Prospectus constitutes a part. The Registration Statement may be inspected
without charge at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and
copies of all or any part thereof may be obtained from such office after
payment of the fees prescribed by the Commission. The Commission maintains a
Web site at http://www.sec.gov containing reports, proxy and information
statements and other information regarding registrants, such as the Trust,
that file electronically with the Commission.

INDEPENDENT AUDITORS' REPORT

To the Board of Trustees and Shareholder of Dollar General STRYPES Trust:

We have audited the accompanying statement of assets, liabilities and
capital of Dollar General STRYPES Trust as of , 1998. This financial
statement is the responsibility of the Trust's management. Our responsibility
is to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statement of assets,
liabilities and capital is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statement. An audit also includes assessing the accounting
principles used and significant estimates made by the Trust's management, as
well as evaluating the overall financial statement presentation. We believe
that our audit of the financial statement provides a reasonable basis for our
opinion.

In our opinion, the financial statement referred to above presents
fairly, in all material respects, the financial position of Dollar General
STRYPES Trust, as of , 1998 in conformity with generally accepted
accounting principles.

New York, New York
, 1998

DOLLAR GENERAL STRYPES TRUST

STATEMENT OF ASSETS, LIABILITIES AND CAPITAL
, 1998

ASSETS

Cash $100
----
Total Assets . . . . . . . . . . . . . . . .$100
====
LIABILITIES
Total Liabilities . . . . . . . . . . . . . . .$ 0
====
NET ASSETS . . . . . . . . . . . . . . . . . . $100
====
CAPITAL
STRYPES, par value $.10 per STRYPES;
1 STRYPES issued and outstanding (Note 3). . . $100
====
______________
(1) The Trust was created as a Delaware business trust on , 1998
and has had no operations other than matters relating to its
organization and registration as a non-diversified, closed-end
management investment company under the Investment Company Act of 1940,
as amended. Costs incurred in connection with the organization of the
Trust and ongoing administrative expenses will be paid by the
Underwriters and the Contracting Stockholder.
(2) Offering expenses will be payable upon completion of the Offering and
will be paid by the Underwriters.
(3) On , 1998, the Trust issued one STRYPES to ML IBK Positions,
Inc., an affiliate of Merrill Lynch, Pierce, Fenner & Smith
Incorporated, in consideration for a purchase price of $100.
The Declaration of Trust provides that prior to the Offering, the Trust
will split the outstanding STRYPES to be effected on the date that the
price and underwriting discount of the STRYPES being offered to the
public are determined, but prior to the sale of the STRYPES to the
Underwriters. The outstanding STRYPES will be split into the smallest
whole number of STRYPES that would result in the per STRYPES amount
recorded as capital, after effecting the split, not exceeding the public
offering price per STRYPES.

- ------------------------------------------------------------------------------
THE FOLLOWING PROSPECTUS OF DOLLAR GENERAL CORPORATION IS ATTACHED AND
DELIVERED FOR CONVENIENCE OF REFERENCE ONLY. THE PROSPECTUS OF DOLLAR
GENERAL CORPORATION DOES NOT CONSTITUTE A PART OF THE FOREGOING PROSPECTUS
OF DOLLAR GENERAL STRYPES TRUST, NOR IS IT INCORPORATED BY REFERENCE THEREIN.
- -------------------------------------------------------------------------------

(Dollar General Prospectus)

<TABLE>
<CAPTION>
===================================================== ================================================
<S> <C>
No dealer, salesperson or other individual has
been authorized to give any information or to
make any representations other than those 7,500,000 STRYPES/SM/
contained in this Prospectus in connection with
the offering described herein and, if given or
made, such information or representations must
not be relied upon as having been authorized by DOLLAR GENERAL STRYPES TRUST
the Trust or the Underwriters. This Prospectus
does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities
other than those specifically offered hereby, or (EXCHANGEABLE FOR
of any securities offered hereby, in any SHARES OF COMMON STOCK OF
jurisdiction to any person to whom it is unlawful DOLLAR GENERAL CORPORATION)
to make an offer or solicitation in such
jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication
that there has been no change in the facts set
_______________________
forth in this Prospectus or in the affairs of the
Trust since the date hereof or since the dates as PROSPECTUS
of which information is set forth herein. In the
event that any such change shall occur during the
______________________________
period in which applicable law requires delivery
of this Prospectus, this Prospectus will be
amended or supplemented accordingly.

_____________________________
TABLE OF CONTENTS
PAGE
____
Prospectus Summary. . . . . . . . . .
Fee Table . . . . . . . . . . . . . . MERRILL LYNCH & CO.
The Trust . . . . . . . . . . . . . . GOLDMAN, SACHS & CO.
Use of Proceeds . . . . . . . . . . .
Investment Objective and Policies . .
Investment Restrictions . . . . . . .
Risk Factors . . . . . . . . . . . . .
Description of the STRYPES . . . . . . , 1998
Trustees . . . . . . . . . . . . . . .
Management Arrangements . . . . . . .
Dividends and Distributions . . . . . SMService mark of Merrill Lynch & Co., Inc.
Net Asset Value . . . . . . . . . . .
Certain United States Federal Income Tax
Considerations . . . . . . . . . . .
Underwriting . . . . . . . . . . . . .
Legal Matters . . . . . . . . . . . .
Experts. . . . . . . . . . . . . . . .
Additional Information . . . . . . . .
Independent Auditors' Report . . . . .
Statement of Assets, Liabilities
and Capital . . . . . . . . . . . . .

Prospectus relating to Common Stock
of Dollar General Corporation
-----------------------------

UNTIL , 1998 (25 DAYS AFTER THE COMMENCEMENT OF THE
OFFERING), ALL DEALERS EFFECTING TRANSACTIONS IN THE STRYPES,
WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE
REQUIRED TO DELIVER A PROSPECTUS. THIS DELIVERY REQUIREMENT IS
IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS
WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
==================================================== ================================================
</TABLE>

PART C

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

1. FINANCIAL STATEMENTS
Independent Auditors' Report
Statement of Assets, Liabilities and Capital as of ,
1998
2. EXHIBITS
(a)(1) Trust Agreement*
(2) Form of Amended and Restated Trust Agreement**
(3) Certificate of Trust*
(b) Not applicable
(c) Not applicable
(d)(1) Form of Specimen certificate for STRYPES (included in
Exhibit 2(a)(2))**
(2) Portions of the Amended and Restated Trust Agreement of the
Registrant defining the rights of Holders of STRYPES **
(e) Not applicable
(f) Not applicable
(g) Not applicable
(h)(1) Form of Purchase Agreement**
(2) Form of Registration Agreement**
(i) Not applicable
(j) Form of Custodian Agreement**
(k)(1) Form of Administration Agreement**
(2) Form of Paying Agent Agreement**
(3) Form of Forward Purchase Contract**
(4) Form of Security and Pledge Agreement**
(5) Form of Fund Expense Agreement**
(6) Form of Fund Indemnity Agreement**
(l) Opinion and Consent of Brown & Wood LLP, counsel to the Trust**
(m) Not applicable
(n)(1) Tax Opinion and Consent of Brown & Wood LLP, counsel to the
Trust**
(2) Consent of , independent auditors for the
Trust**
(o) Not applicable
(p) Form of Subscription Agreement**
(q) Not applicable
(r) Financial Data Schedule**

______________

* Filed herewith.
** To be filed by amendment.

ITEM 25. MARKETING ARRANGEMENTS

See Exhibits (h)(1) and (h)(2) to this Registration Statement.

ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses to be incurred in connection with the offering described in
this Registration Statement will be paid by the Underwriters.

ITEM 27. PERSON CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

The Trust will be internally managed and will not have an investment
adviser. The information in the Prospectus under the caption "Management
Arrangements" is incorporated herein by reference.

ITEM 28. NUMBER OF HOLDERS OF SECURITIES

There will be one record holder of the STRYPES as of the effective date
of this Registration Statement.

ITEM 29. INDEMNIFICATION

Section 7.6 of the Amended and Restated Trust Agreement, Section 6 of
the Purchase Agreement and Section 4 of the Registration Agreement provide
for indemnification.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "1933 Act"), may be permitted to trustees,
officers and controlling persons of the Registrant, pursuant to the foregoing
provisions or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission (the "Commission") such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a trustee, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such trustee, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.

ITEM 30. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

The Trust is internally managed and does not have an investment adviser.

ITEM 31. LOCATION OF ACCOUNTS AND RECORDS

All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940, as amended, and the
rules promulgated thereunder are maintained at the offices of the Registrant
(850 Library Avenue, Suite 204, Newark, Delaware 19715), its custodian (101
Barclay Street, New York, New York 10286) and its paying agent (101 Barclay
Street, New York, New York 10286).

ITEM 32. MANAGEMENT SERVICES

Not applicable.

ITEM 33. UNDERTAKINGS

(a) The Registrant hereby undertakes to suspend the offering of the
shares covered hereby until it amends its prospectuses contained herein if
(1) subsequent to the effective date of this Registration Statement, its net
asset value per share declines more than 10 percent from its net asset value
per share as of the effective date of the Registration Statement or (2) the
net asset value per share increases to an amount greater than its net
proceeds as stated in the prospectuses contained herein.

(b) The Registrant hereby undertakes that (i) for purpose of determining
any liability under the 1933 Act, the information omitted from the form of
prospectuses filed as part of this Registration Statement in reliance upon
Rule 430A and contained in a form of prospectus filed by the registrant under
Rule 497(h) under the 1933 Act shall be deemed to be part
of this registration statement as of the time it was declared effective; (ii)
for the purpose of determining any liability under the 1933 Act, each post-
effective amendment that contains a form of prospectus shall be deemed to be
a new Registration Statement relating to the securities offered therein, and
the offering of the securities at that time shall be deemed to be the initial
bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Newark, State of Delaware, on the
20th day of April, 1998.

Dollar General STRYPES Trust

/S/ DONALD J. PUGLISI
By: -----------------------------
Donald J. Puglisi
Managing Trustee

Each person whose signature appears below hereby authorizes Donald J.
Puglisi, William R. Latham III, or James B. O'Neill, or any of them, as
attorney-in-fact, to sign on his behalf, individually and in each capacity
stated below, any amendment to this Registration Statement (including post-
effective amendments) and to file the same, with all exhibits thereto, with
the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons, in the
capacities and on the date indicated.

<TABLE>
<CAPTION> NAME TITLE DATE
____ _____ ____
<S> <C> <C>
/s/ DONALD J. PUGLISI Managing Trustee April 20, 1998
DONALD J. PUGLISI

/s/ WILLIAM R. LATHAM III Trustee April 20, 1998
WILLIAM R. LATHAM III

/s/ JAMES B. O'NEILL Trustee April 20, 1998
JAMES B. O'NEILL

</TABLE>

EXHIBIT INDEX

EXHIBIT DESCRIPTION PAGE
_______ ___________ ____

(a)(1) Trust Agreement*
(2)Form of Amended and Restated Trust Agreement**
(3)Certificate of Trust*
(b) Not applicable
(c) Not applicable
(d)(1) Form of Specimen certificate for STRYPES (included in Exhibit
2(a)(2))**
(2) Portions of the Declaration of Trust of the Registrant defining the
rights of Holders of STRYPES (a)**
(e) Not applicable
(f) Not applicable
(g) Not applicable
(h)(1) Form of Purchase Agreement**
(2) Form of Registration Agreement**
(i) Not applicable
(j) Form of Custodian Agreement**
(k)(1) Form of Administration Agreement**
(2) Form of Paying Agent Agreement**
(3) Form of Forward Purchase Contract**
(4) Form of Security and Pledge Agreement**
(5) Form of Fund Expense Agreement**
(6) Form of Fund Indemnity Agreement**
(l) Opinion and Consent of Brown & Wood LLP, counsel to the Trust**
(m) Not applicable
(n)(1) Tax Opinion and Consent of Brown & Wood LLP, counsel to the Trust**
(2) Consent of independent auditors for the Trust**
(o) Not applicable
(p) Form of Subscription Agreement**
(q) Not applicable
(r) Financial Data Schedule**

____
(a) Reference is made to Article III (Section 3.2), Article IV, Article V
and Article VIII (Sections 8.1 and 8.6) of the Trust's Amended and
Restated Trust Agreement filed as Exhibit (a)(2) to this Registration
Statement.
* Filed herewith.
** To be filed by amendment.

Exhibit (a)(1)

TRUST AGREEMENT OF DOLLAR GENERAL STRYPES TRUST

TRUST AGREEMENT, dated as of April 14, 1998 among Samir A. Gandhi,
as Depositor, and Donald J. Puglisi, William R. Latham III and James B.
O'Neill, as Trustees. The Depositor and the Trustees hereby agree as
follows:
1. The trust created hereby shall be known as "Dollar General
STRYPES Trust", in which name the Trustees may conduct the business of the
Trust, make and execute contracts, and sue and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over
to the Trustees the sum of $1. The Trustees hereby acknowledge receipt of
such amount in trust from the Depositor, which amount shall constitute the
initial trust estate. The Trustees hereby declare that they will hold the
trust estate in trust for the Depositor. It is the intention of the parties
hereto that the Trust created hereby constitute a business trust under
Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801, et seq.
-------
and that this document constitute the governing instrument of the Trust. The
Trustees are hereby authorized and directed to execute and file a certificate
of trust with the Delaware Secretary of State in the form attached hereto.
3. The Depositor and the Trustees will enter into an amended and
restated Trust Agreement, satisfactory to each such party, to provide for the
contemplated operation of the Trust
created hereby. Prior to the execution and delivery of such amended and
restated Trust Agreement, the Trustees shall not have any duty or obligation
hereunder or with respect to the trust estate, except as otherwise required
by applicable law or as may be necessary to obtain prior to such execution
and delivery any licenses, consents or approvals required by applicable law
or otherwise.
4. This Trust Agreement may be executed in one or more
counterparts.
5. The Trustees may resign upon thirty days prior notice to the
Depositor.

IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.

DEPOSITOR

/s/ Samir A. Gandhi
---------------------------------------
Samir A. Gandhi,
as Depositor

TRUSTEE

/s/ Donald J. Puglisi
---------------------------------------
Donald J. Puglisi,
as Trustee

TRUSTEE

/s/ William R. Latham III
---------------------------------------
William R. Latham III,
as Trustee

TRUSTEE

/s/ James B. O'Neill
---------------------------------------
James B. O'Neill,
as Trustee

Exhibit (a)(3)

CERTIFICATE OF TRUST

DOLLAR GENERAL STRYPES TRUST

This Certificate of Trust of Dollar General STRYPES Trust (the "Trust")
is being duly executed and filed by the undersigned trustees of the Trust,
dated as of April 14, 1998, for the purposes of organizing a business trust
pursuant to the Delaware Business Trust Act, 12 Del. C. SectionSection 3801
---- --
et seq. (the "Act").
- -- ---

The undersigned hereby certify as follows:

1. Name. The name of the business trust is "Dollar General STRYPES
----
Trust".

2. Registered Office; Registered Agent. The business address of the
-----------------------------------
registered office of the Trust in the State of Delaware is One Rodney Square,
10th Floor, 10th and King Streets, in the City of Wilmington, County of New
Castle 19801. The name of the Trust's registered agent at such address is
RL&F Service Corp.

3. Effective Date. This Certificate of Trust shall be effective upon
--------------
filing in the Office of the Secretary of State of the State of Delaware.

4. Other Matters. The Trust will be a registered investment company
-------------
under the Investment Company Act of 1940, as amended.

IN WITNESS WHEREOF, the undersigned, being trustees of the Trust, have
duly executed this Certificate of Trust as of the day and year first above
written.

By: /s/ Donald J. Puglisi
-------------------------
Donald J. Puglisi, as Trustee

By: /s/ William R. Latham III
-------------------------
William R. Latham III, as Trustee

By: /s/ James B. O'Neill
-------------------------
James B. O'Neill, as TrusteeXYZ