SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
DOLLAR GENERAL CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
256669 10 2
(CUSIP Number)
Check the following box if a fee is being paid with this
statement____. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
the information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. 256669 10 2 13G
<PAGE>2
1. NAME OF REPORTING PERSON - James Stephen Turner,
SS# ###-##-####
I.R.S. IDENTIFICATION NO.: 61-6138259
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)____(b)____
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
221,712 See Note 1.
6. SHARES VOTING POWER
12,832,118 See Note 1.
7. SOLE DISPOSITIVE POWER
221,712 See Note 1.
8. SHARED DISPOSITIVE POWER
12,832,118 See Note 1.
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,053,830 See Note 1.
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES X
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.36%
12 TYPE OF REPORTING PERSON - IN
<PAGE>3
SCHEDULE 13G
Item 1(a) Name of Issuer: Dollar General Corporation
Item 1(b) Address of Issuer's 104 Woodmont Blvd.
Principal Executive Suite 500
Offices: Nashville, TN 37205
Item 2(a) Name of Person Filing: James Stephen Turner
104 Woodmont Blvd.,
Suite 500
Nashville, TN 37205
Item 2(b) Address of Principal Butler's Run
Business Office: 138 Second Ave., Suite 500
Nashville, TN 37201
Item 2(c) Citizenship: United States of America
Item 2(d) Title of Class Common Stock,, $.50 par
of Securities: Value (the "Shares")
Item 2(e) CUSIP Number: 25669-10-2
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
Not applicable.
Item 4 Ownership:
(a) Amount Beneficially Owned: 13,053,830 See Note 1.
(b) Percent of Class: 15.36%
(c) Number of Shares As to Which Such Person Has:
(I) sole power to vote or direct the vote:
221,712 See Note 1.
(ii) shares power to vote or direct the vote:
12,832,118 See Note 1.
(iii)sole power to dispose or to direct the disposition of:
221,712 See Note 1.
(iv) shared power to dispose or to direct the disposition of:
12,832,118 See Note 1.
Item 5 Ownership of Five Percent of Less of a Class:
Not applicable
Item 6 Ownership of More than Five Percent of Behalf of Another
Person: The Turner Children Trust dated
January 21, 1980 on an as converted basis is a
beneficial owner of more than 5% of the outstanding
Common Stock.
<PAGE>4
Item 7 Identification and Classification of Members of the Group:
Not applicable
Item 8 Identification and Classification of Members of the Group:
Not applicable
Item 9 Notice of Dissolution of Group: Not applicable
Item 10 Certification: Not applicable.
Note 1: The Company's Common Stock is the only equity security
registered pursuant to Section 12 of the Securities Exchange Act of
1934, as amended. However, in addition to the shares of Common
Stock reflected, the Company has a second class of equity
securities issued and authorized as the Series A Junior Convertible
Preferred Stock, no par value (the "Series A Preferred Stock). The
Series A Preferred Stock is (i) convertible into Common Stock
pursuant to the terms and conditions set forth in the Restated
Articles of Incorporation and (ii) is voted (on an as converted
basis) with the Common Stock on all matters presented to the
holders of Common Stock. As originally issued, each share of
Series A Preferred Stock had five votes when voted with the Common
Stock, subject to the prior stock splits effected as stock
dividends, each share currently has 7.81 votes per share. Mr.
Turner is deemed to beneficially own (I) 1,613,742 shares of Series
A Preferred Stock as a result of his capacity as Co-Trustee of the
1980 Turner Children Trust dated January 21, 1980, for which he has
shared dispositive and voting power and (ii) 29,295 shares of
Series A Preferred Stock as a result of his capacity as Co-Trustee
of the Turner Foundation for Lindsey Wilson College, Inc., for
which he has shared dispositive and voting power. The shares of
Common Stock represented above assumes conversion of all shares of
Series A Junior Convertible Preferred Stock.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
By: s: James Stephen Turner February 13, 1997
