SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Dollar General Corp
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
256669102
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(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).
(Continued on following page(s))
Page 1 of 5
<PAGE>
CUSIP No. 13G Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
W.P. Stewart & Co., Inc.
13-2766055
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 5 SOLE VOTING POWER
SHARES 9,854,981
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH None
REPORTING --------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 9,854,981
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8 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,854,981
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9,854,981/133,491,000 = 7.38%
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12 TYPE OF REPORTING PERSON*
Investment Adviser
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*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 3 of 5 Pages
Item 1. (a) Name of Issuer:
Dollar General Corp.
(b) Address of Issuer's Principal Executive Offices:
104 Woodmont Blvd. Nashville, TN 37205
Item 2. (a) Name of Person Filing:
W.P. Stewart & Co., Inc.
(b) Address of Principal Business Office:
527 Madison Avenue New York, NY 10022
(c) Citizenship:
Delaware
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
256669102
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the
Act
(e) [X] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
Item 4. Ownership.
(a) Amount Beneficially Owned:
9,854,981
(b) Percent of Class:
7.38%
<PAGE>
Page 4 of 5 Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 9,854,981
(ii) shared power to vote or to direct the vote none
(iii) shared power to dispose or to direct the
disposition of 9,854,981
(iv) shared power to dispose or to direct the
disposition none
Item 5. Not Applicable
Item 6. W.P. Stewart & Co. is deemed to be a beneficial owner for purpose of
Rule 13(d) since it has the power to make investment decisions over
securities for many unrelated clients. W.P. Stewart & Co., Inc. does
not, however have any economic interest in the securities of those
clients. The clients are the actual owers of the securities and have
the sole right to receive and the power to direct the receipt of
dividends from or proceeds from the sale of such securities. No
client has an interest that relates to 5% or more of this security.
Item 7. Not Applicable
Item 8. Not Applicable
Item 5. Not Applicable
Item 9. Not Applicable
Item 10. Not Applicable
Item 9. Notice of Dissolution of Group.
By signing below I/we certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purpose or effect.
<PAGE>
Page 5 of 5 Pages
Signature.
After reasonable inquiry and to the best of my knowledge and
belief, I/we certify that the information set forth in this
statement is true, complete and correct.
Date: February 17, 1998
By: Sandra Coleman
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Signature
Sandra Coleman-Controller
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Name/Title
