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 - 1980 Turner Children Trust
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
Tennessee
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
12,603,325 See Note 1.
6. SHARES VOTING POWER
N/A
7. SOLE DISPOSITIVE POWER
12,603,325 See Note 1.
8. SHARED DISPOSITIVE POWER
N/A
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,603,325 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
14.8%
12 TYPE OF REPORTING PERSON - OO
<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: 1980 Turner Children Trust
104 Woodmont Blvd.,
Suite 500
Nashville, TN 37205
Item 2(b) Address of Principal 104 Woodmont Blvd.,
Business Office: Suite 500
Nashville, TN 37205
Item 2 Citizenship or place of Tennessee
organization:
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: 12,603,325 See Note 1.
(b) Percent of Class: 14.8%
Number of Shares As to Which Such Person Has:
(I) sole power to vote or direct the vote:
12,603,325 See Note 1.
(ii) shares power to vote or direct the vote:
N/A
(iii)sole power to dispose or to direct the disposition of:
12,603,325 See Note 1.
(iv) shared power to dispose or to direct the disposition of:
N/A
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: Not applicable
<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. The 1980
Turner Children Trust owns 1,613,742 shares of the Series A
Preferred Stock. Cal Turner, Jr. and James Stephen Turner serve as
Co-Trustees of the 1980 Turner Children Trust and in such
capacities share voting and dispositive power for the benefit of
the trust. The shares of Company 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:/Hurley Calister turner, Jr. February 13, 1997
