DOLLAR GENERAL CORP
10-K/A, 1995-05-04
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                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
                               FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended January 31, 1995
                                   
Commission file number 0-4769

                      DOLLAR GENERAL CORPORATION

        (Exact name of Registrant as Specified in its Charter)

     KENTUCKY                                61-0502302
     (State or other jurisdiction of              (I.R.S. Employer
     incorporation or organization)               Identification
Number)

                        104 Woodmont Boulevard
                               Suite 500
                      Nashville, Tennessee 37205
          (Address of principal executive offices, zip code)

     Registrant's telephone number, including area code: (615)
783-2000

     Securities registered pursuant to Section 12(b) of the Act:

                                   Name of Exchange on
          Title of Class           which Registered
          Common Stock             New York Stock Exchange
     
     Securities registered pursuant to Section 12(g) of the Act:
None

     Indicate by check mark whether the Registrant (1) has filed
all reports required by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.  Yes  X   No    

     Indicate by check mark if the disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of the Registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [  ]

     Aggregate market value of the voting stock held by non-
affiliates of the Registrant as of April 14, 1995 is $1,730,024,868
based upon the last reported sale price on such date by the New
York Stock Exchange.  

     The number of shares of common stock outstanding on April 14,
1995, was 67,365,900.

                  Documents Incorporated by Reference

Document                      Where Incorporated in Form of 10-K
Portions of the Registrant's  Page III
 Proxy Statement Relating to
 the Annual Meeting of
 Stockholders to be Held
 on June 5, 1995.

<PAGE>19
CONSOLIDATED STATEMENTS OF CASH FLOWS
January 31, 1995, 1994 and 1993
(Dollars in thousands)
<TABLE>
<CAPTION>
                                           1995         1994        1993
<S>                                        <C>          <C>         <C>         
Cash flows from operating activities:
 Net income                                $ 73,634     $48,557     $35,574
 Adjustments to reconcile net income to net
  cash provided by operating activities:           
 Depreciation and amortization               17,263      11,729       8,229
 Deferred income taxes                       (1,302)     (2,072)     (2,343)
 Change in operating assets and liabilities:
  Merchandise inventories                   (96,069)    (43,199)    (44,088) 
  Accounts payable                           30,637      17,013      26,243
  Accrued expenses                           13,131      10,236      14,637
  Income taxes                                6,773      (5,578)      3,713 
  Other                                        (810)       (490)        748

 Net cash provided by operating activities   43,257      36,196      42,713
Cash flows used in investing activities:
 Purchase of property and equipment         (65,777)    (34,970)    (24,664)


Cash flows from financing activities:
 Issuance of short-term borrowings          100,710      62,009      51,320
 Repayments of short-term borrowings        (88,971)    (54,009)    (54,177)
 Repayments of long-term debt                  (944)     (1,300)     (1,298)
 Payment of cash dividends                  (10,640)     (7,544)     (5,530)
 Proceeds from exercise of stock options      8,907       3,780       4,946
 Tax benefit from stock option exercises     10,581       5,796       3,672
 Issuance of preferred stock                200,527           0           0
 Purchase of treasury stock                (200,527)          0           0
 Other                                          557         361         117

  Net cash provided by (used in) financing            
  activities                                 20,200       9,093        (950)
Net increase (decrease)in cash and
 cash equivalents                            (2,320)     10,319       17,099
Cash and cash equivalents, beginning of 
 year                                        35,365      25,046        7,947
Cash and cash equivalents, end of year     $ 33,045     $35,365      $25,046

Supplemental cash flow information
Cash paid during year for:                 
Interest                                   $  2,760     $ 1,980     $ 2,007
Income taxes                               $ 28,345     $31,542     $17,524
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.

<PAGE>25
REPORT OF INDEPENDENT ACCOUNTS
To the Shareholders and Board of Directors
Dollar General Corporation, Nashville, Tennessee

We have audited the accompanying consolidated balance sheets of
Dollar General Corporation and Subsidiaries as of January 31, 1995
and 1994, and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the three fiscal
years in the period ended January 31, 1995.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  These standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principals used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial
position of Dollar General Corporation and Subsidiaries as of
January 31, 1995, and 1994, and the consolidated results of their
operations and their cash flows for each of the three fiscal years
in the period ended January 31, 1995 in conformity with generally
accepted accounting principles.

/s/: Coopers & Lybrand L.L.P.
Louisville, Kentucky
March 6, 1995

<PAGE>29

SIGNATURES
 Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                           
                                                        DOLLAR
GENERAL CORPORATION

Date:  April 28, 1995                      By:          /s/Cal
Turner, J                                                           
                                            
Cal Turner, Jr.,President

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.




Name
Title
Date


/s/Cal Turner, Jr.      
   CAL TURNER, JR.
Chairman of the Board,
President and Chief
Executive Officer (Principal
Executive Officer)
April 28,
1995


/s/C. Kent Garner       
   C. KENT GARNER
Vice President and Chief
Financial Officer (Principal
Financial and Accounting
Officer)
April 28,
1995



/s/Cal Turner           
   CAL TURNER


Director

April 28,
1995


/s/Wallace N. Rasmussen 
   WALLACE N. RASMUSSEN

Director
April 28,
1995


/s/John B. Holland      
   JOHN B. HOLLAND

Director
April 28,
1995


/s/James D. Cockman     
   JAMES D. COCKMAN

Director
April 28,
1995


/s/William S. Wire, II  
   WILLIAM S. WIRE, II

Director
April 28,
1995


/s/James L. Clayton     
   JAMES L. CLAYTON

Director
April 28,
1995


/S/Reginald D. Dickson
REGINALD D. DICKSON
Director
April 28,
1995



/s/David M. Wilds       
   DAVID M. WILDS


Director

April 28,
1995





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