As filed with the Securities and Exchange Commission on January 22, 2003
                                                      Registration No.333-
                                                                           -----
                                                      Registration No. 333-65789
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           --------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                       AND

                           POST-EFFECTIVE AMENDMENT TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           --------------------------

                           DOLLAR GENERAL CORPORATION
                           --------------------------
             (Exact Name of Registrant as Specified in Its Charter)


          Tennessee                                       61-0502302
          ---------                                       ----------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                                100 Mission Ridge
                         Goodlettsville, Tennessee 37072
                         -------------------------------
           (Address of Principal Executive Offices including Zip Code)

          DOLLAR GENERAL CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN
          -------------------------------------------------------------
                            (Full Title of the Plan)

                                Susan S. Lanigan
             Vice President, General Counsel and Corporate Secretary
                                100 Mission Ridge
                         Goodlettsville, Tennessee 37072
                                 (615) 855-4000
                                 --------------
 (Name, Address and Telephone Number, including Area Code, of Agent for Service)

                        Copies of all communications to:

                            Gregory V. Gooding, Esq.
                              Debevoise & Plimpton
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 909-6000
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                     CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
 Title of Securities                                   Proposed Maximum             Proposed Maximum          Amount of Registration
  to be Registered   Amount to be Registered(1)   Offering Price Per Share(2)    Aggregate Offering Price(2)          Fee
------------------------------------------------------------------------------------------------------------------------------------

<S>                    <C>                         <C>                            <C>                          <C>
Common Stock           2,200,000 Shares            $ 11.91                       $26,202,000                   $2,410.58
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.
(2)  Computed pursuant to Rule 457(h) of the Securities Act of 1933, as amended,
     solely for the purpose of determining the registration fee, based upon the
     average of the high and low prices  reported for the  Corporation's  Common
     Stock on the New York Stock Exchange Consolidated Tape on January 21,
     2003. (U.S. $11.91). Pursuant to Rule 457(h)(2), no additional registration
     fee is required to be paid with respect to the plan interests.



<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Registration  Statement on Form S-8 of Dollar General  Corporation (the
"Registrant") and the Dollar General  Corporation  401(K) Savings and Retirement
Plan (the  "Plan"),  file number  333-65789,  as filed with the  Securities  and
Exchange  Commission  (the  "SEC") on  October  15,  1998,  is  incorporated  by
reference in this Registration  Statement and amended to reflect the information
contained herein.

     The following documents previously filed by the Registrant and the Plan
with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          February 1, 2002 filed with the SEC on April 2, 2002;

     (b)  The  Registrant's  and the Plan's  Annual  Report on Form 11-K for the
          fiscal  year  ended  December  31,  2001 filed with the SEC on July 3,
          2002;

     (c)  The  Registrant's  Quarterly  Reports  on Form  10-Q  for  the  fiscal
          quarters  ended May 3, 2002,  August 2, 2002,  and  November  1, 2002,
          filed with the SEC on June 11, 2002,  August 28, 2002 and November 28,
          2002, respectively;

     (d)  The  Registrant's  Current  Reports  on Form 8-K filed  April 4, 2002,
          April 18, 2002 (two Reports), May 9, 2002, and November 12, 2002;

     (e)  The  description  of the  Registrant's  Common Stock  contained in the
          Registrant's  Current Report on Form 8-K filed with the SEC on June 8,
          1998,  as amended by Amendment No. 1 to Form 8-K filed with the SEC on
          June 11, 1998.

     All documents and reports subsequently filed by the Registrant or the Plan
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statements contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or replaced for purposes hereof to the extent that a statement contained herein
(or any other subsequently filed document which also is incorporated or deemed
to be incorporated by reference herein) modifies or replaces such statement. Any
statement so modified or replaced shall not be deemed, except as so modified or
replaced, to constitute a part hereof.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not  applicable.
                                       2
<PAGE>


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not  applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  Tennessee  Business  Corporation  Act  (the  "TBCA")  provides  that a
corporation  may indemnify any of its directors and officers  against  liability
incurred in connection with a proceeding if (a) such person acted in good faith;
(b) in the case of conduct in an  official  capacity  with the  corporation,  he
reasonably believed such conduct was in the corporation's best interests; (c) in
all other  cases,  he  reasonably  believed  that his  conduct  was at least not
opposed to the best interests of the corporation; and (d) in connection with any
criminal proceeding,  such person had no reasonable cause to believe his conduct
was unlawful. In actions brought by or in the right of the corporation, however,
the TBCA provides that no indemnification may be made if the director or officer
was adjudged to be liable to the  corporation.  The TBCA also  provides  that in
connection with any proceeding  charging improper personal benefit to an officer
or  director,  no  indemnification  may be made if such  officer or  director is
adjudged liable on the basis that such personal benefit was improperly received.
In cases where the  director or officer is wholly  successful,  on the merits or
otherwise,  in the defense of any  proceeding  instigated  because of his or her
status as a director or officer of a  corporation,  the TBCA  mandates  that the
corporation  indemnify  the  director  or officer  against  reasonable  expenses
incurred  in the  proceeding.  The  TBCA  provides  that a  court  of  competent
jurisdiction,   unless  the  corporation's  charter  provides  otherwise,   upon
application, may order that an officer or director be indemnified for reasonable
expenses  if,  in  consideration  of  all  relevant  circumstances,   the  court
determines   that  such   individual  is  fairly  and  reasonably   entitled  to
indemnification,  notwithstanding the fact that (a) such officer or director was
adjudged  liable to the  corporation  in a proceeding  by or in the right of the
corporation;  (b) such officer or director was adjudged liable on the basis that
personal benefit was improperly received by him; or (c) such officer or director
breached his duty of care to the corporation.


     The  Registrant's  Charter and Bylaws  provide  that the  Registrant  shall
indemnify  its  directors  and  officers  to the  fullest  extent  permitted  by
applicable  law. The  Registrant's  Bylaws  provide  further that the Registrant
shall  advance  expenses to each  director and officer of the  Registrant to the
full extent allowed by the laws of the State of Tennessee, both as now in effect
and as  hereafter  adopted.  Under the  Registrant's  Charter and  Bylaws,  such
indemnification  and advancement of expenses provisions are not exclusive of any
other right that a director or officer may have or acquire  both as to action in
his or  her  official  capacity  and  as to  action  in  another  capacity.  The
Registrant  believes  that its Charter and Bylaw  provisions  are  necessary  to
attract and retain qualified  persons as directors and officers.  The Registrant
has in effect a  directors'  and  officers'  liability  insurance  policy  which
provides coverage for its directors and officers. Under this policy, the insurer
agrees to pay,  subject to  certain  exclusions,  for any claim  made  against a
director or officer of the  Registrant  for a wrongful  act by such  director or
officer,  but only if and to the extent such director or officer becomes legally
obligated to pay such claim, or incurs certain costs in defending such claim.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not  applicable.
                                       3
<PAGE>


ITEM 8. EXHIBITS.

          (a)  Exhibits.   See  the  Exhibit  Index  immediately  following  the
               signature page hereto.

          (b)  Undertaking. The undersigned Registrant hereby undertakes that it
               has submitted the Plan and any amendments thereto to the Internal
               Revenue  Service  ("IRS")  in a  timely  manner  and has made all
               changes  required  by the IRS in order to qualify  the Plan under
               Section 401 of the Internal Revenue Code of 1986, as amended.

ITEM 9. UNDERTAKINGS.

     A.   The undersigned Registrant and the Plan hereby undertake:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective  amendment to this Registration  Statement
               to include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  Registration
               Statement  or any  material  change  to such  information  in the
               Registration Statement;

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities  Act,  each  such  post-effective  amendment  shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof; and

          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

     B.   The undersigned  Registrant and the Plan hereby  undertake  that, for
          purposes of determining  any liability  under the Securities Act, each
          filing of the Registrant's  annual report pursuant to Section 13(a) or
          Section  15(d) of the  Exchange  Act (and each  filing  of the  Plan's
          annual  report  pursuant to Section 15(d) of the Exchange Act) that is
          incorporated  by  reference  in the  Registration  Statement  shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     C.   Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities   Act  may  be  permitted  to  directors,   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 such indemnification
          is against  public policy as expressed in the  Securities  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 director, officer, or
          controlling  person of the Registrant in the successful defense of any
          action, suit, or proceeding) is asserted by such director, 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 of whether such indemnification
          by it is against  public policy as expressed in the Securities Act and
          will be governed by the final adjudication of such issue.


                                       4
<PAGE>


                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Goodlettsville,  State of Tennessee, on the 22nd
day of January, 2003.

                               DOLLAR GENERAL COPORATION


                               By:  /s/ James J. Hagan
                                    --------------------------------------------
                                    James J. Hagan
                                    Executive Vice President and Chief Financial
                                    Officer


     The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
Plan  administrator has duly caused this Registration  Statement to be signed on
its  behalf  by the  undersigned  thereunto  duly  authorized,  in the  City  of
Goodlettsville, State of Tennessee, on the 22nd day of January, 2003.

                                     DOLLAR GENERAL CORPORATION
                                     401(k) SAVINGS AND RETIREMENT PLAN


                                     By: /s/ Melissa Buffington
                                         ---------------------------------------
                                         Melissa Buffington
                                         Senior Vice President Human Development
                                         and Planning

                                       5
<PAGE>


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
<TABLE>
<CAPTION>

SIGNATURE                                        CAPACITY                                     DATE
---------                                        --------                                     ----

<S>                               <C>                                                   <C>
                                   Acting Chief Executive Officer, President and        January 8, 2003
/s/ Donald S. Shaffer               Chief Operating Officer (Principal Executive
---------------------------------- Officer)
DONALD S. SHAFFER

/s/ James J. Hagan                 Executive Vice President and Chief Financial         January 22, 2003
---------------------------------- Officer  (Principal Financial and Chief
JAMES J. HAGAN                     Accounting Officer)

            *
----------------------------------             Director                                            *
DENNIS C. BOTTORFF

            *
----------------------------------             Director                                            *
DAVID L. BERE

            *
----------------------------------             Director                                            *
BARBARA L. BOWLES

            *
----------------------------------             Director                                            *
JAMES L. CLAYTON

            *
----------------------------------             Director                                            *
REGINALD D. DICKSON

            *
----------------------------------             Director                                            *
E. GORDON GEE

            *
----------------------------------             Director                                            *
JOHN B. HOLLAND

            *
----------------------------------             Director                                            *
BARBARA M. KNUCKLES

</TABLE>
                                       6
<PAGE>

<TABLE>
<CAPTION>
SIGNATURE                                        CAPACITY                                     DATE
---------                                        --------                                     ----
<S>                                            <C>                                            <C>

            *
----------------------------------             Director                                            *
JAMES D. ROBBINS

            *
----------------------------------             Director                                            *
CAL TURNER

            *
----------------------------------             Director                                            *
DAVID M. WILDS

            *
----------------------------------             Director                                            *
WILLIAM S. WIRE, II



* By:/s/ Susan S.Lanigan                       Attorney-in-Fact                         January 22, 2003
     -----------------------------
        Susan S. Lanigan
</TABLE>

                                       7
<PAGE>


                                  EXHIBIT INDEX


Exhibit No.                        Description
-----------                        -----------

   4.1            Dollar General Corporation 401(k) Savings and Retirement Plan.

   4.2            Sections 7, 8, 9, 10 and 12 of the Dollar General Corporation
                  Charter, as amended (incorporated by reference to the
                  Company's Current Report on Form 8-K filed with the SEC on
                  February 29, 2000).

   4.3            Rights Agreement dated as of February 29,  2000, between
                  Dollar General Corporation and Registrar and Transfer Company
                  (incorporated by reference to the Company's Current Report on
                  Form 8-K filed with the SEC on February 29, 2000).

   23.1           Consent of Ernst & Young.

   23.2           Consent of Grant Thornton.

   24             Power of Attorney.



                                       8
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "forms8-dollar48686.txt", "secsgml_size_bytes": 21053}]
{"company-data": {"conformed-name": "DOLLAR GENERAL CORP", "cik": "0000029534", "assigned-sic": "5331", "irs-number": "610502302", "state-of-incorporation": "TN", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102653", "film-number": "03521040"}, "business-address": {"street1": "100 MISSION RIDGE", "city": "GOODLETTSVILLE", "state": "TN", "zip": "37072", "phone": "6158554000"}, "mail-address": {"street1": "100 MISSION RIDGE", "city": "GOODLETTSVILLE", "state": "TN", "zip": "37072"}, "former-company": [{"former-conformed-name": "TURNER J L & SON INC", "date-changed": "19710401"}, {"former-conformed-name": "TURNER CAL", "date-changed": "19710401"}]}
As filed with the Securities and Exchange Commission on January 22, 2003
                                                      Registration No.333-
                                                                           -----
                                                      Registration No. 333-65789
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           --------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                       AND

                           POST-EFFECTIVE AMENDMENT TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           --------------------------

                           DOLLAR GENERAL CORPORATION
                           --------------------------
             (Exact Name of Registrant as Specified in Its Charter)

          Tennessee                                       61-0502302
          ---------                                       ----------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                                100 Mission Ridge
                         Goodlettsville, Tennessee 37072
                         -------------------------------
           (Address of Principal Executive Offices including Zip Code)

          DOLLAR GENERAL CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN
          -------------------------------------------------------------
                            (Full Title of the Plan)

                                Susan S. Lanigan
             Vice President, General Counsel and Corporate Secretary
                                100 Mission Ridge
                         Goodlettsville, Tennessee 37072
                                 (615) 855-4000
                                 --------------
 (Name, Address and Telephone Number, including Area Code, of Agent for Service)

                        Copies of all communications to:

                            Gregory V. Gooding, Esq.
                              Debevoise & Plimpton
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 909-6000
------------------------------------------------------------------------------------------------------------------------------------
                                                     CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
 Title of Securities                                   Proposed Maximum             Proposed Maximum          Amount of Registration
  to be Registered   Amount to be Registered(1)   Offering Price Per Share(2)    Aggregate Offering Price(2)          Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock           2,200,000 Shares            $ 11.91                       $26,202,000                   $2,410.58
------------------------------------------------------------------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.
(2)  Computed pursuant to Rule 457(h) of the Securities Act of 1933, as amended,
     solely for the purpose of determining the registration fee, based upon the
     average of the high and low prices  reported for the  Corporation's  Common
     Stock on the New York Stock Exchange Consolidated Tape on January 21,
     2003. (U.S. $11.91). Pursuant to Rule 457(h)(2), no additional registration
     fee is required to be paid with respect to the plan interests.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Registration  Statement on Form S-8 of Dollar General  Corporation (the
"Registrant") and the Dollar General  Corporation  401(K) Savings and Retirement
Plan (the  "Plan"),  file number  333-65789,  as filed with the  Securities  and
Exchange  Commission  (the  "SEC") on  October  15,  1998,  is  incorporated  by
reference in this Registration  Statement and amended to reflect the information
contained herein.

     The following documents previously filed by the Registrant and the Plan
with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          February 1, 2002 filed with the SEC on April 2, 2002;

     (b)  The  Registrant's  and the Plan's  Annual  Report on Form 11-K for the
          fiscal  year  ended  December  31,  2001 filed with the SEC on July 3,
          2002;

     (c)  The  Registrant's  Quarterly  Reports  on Form  10-Q  for  the  fiscal
          quarters  ended May 3, 2002,  August 2, 2002,  and  November  1, 2002,
          filed with the SEC on June 11, 2002,  August 28, 2002 and November 28,
          2002, respectively;

     (d)  The  Registrant's  Current  Reports  on Form 8-K filed  April 4, 2002,
          April 18, 2002 (two Reports), May 9, 2002, and November 12, 2002;

     (e)  The  description  of the  Registrant's  Common Stock  contained in the
          Registrant's  Current Report on Form 8-K filed with the SEC on June 8,
          1998,  as amended by Amendment No. 1 to Form 8-K filed with the SEC on
          June 11, 1998.

     All documents and reports subsequently filed by the Registrant or the Plan
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statements contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or replaced for purposes hereof to the extent that a statement contained herein
(or any other subsequently filed document which also is incorporated or deemed
to be incorporated by reference herein) modifies or replaces such statement. Any
statement so modified or replaced shall not be deemed, except as so modified or
replaced, to constitute a part hereof.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not  applicable.
                                       2
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not  applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  Tennessee  Business  Corporation  Act  (the  "TBCA")  provides  that a
corporation  may indemnify any of its directors and officers  against  liability
incurred in connection with a proceeding if (a) such person acted in good faith;
(b) in the case of conduct in an  official  capacity  with the  corporation,  he
reasonably believed such conduct was in the corporation's best interests; (c) in
all other  cases,  he  reasonably  believed  that his  conduct  was at least not
opposed to the best interests of the corporation; and (d) in connection with any
criminal proceeding,  such person had no reasonable cause to believe his conduct
was unlawful. In actions brought by or in the right of the corporation, however,
the TBCA provides that no indemnification may be made if the director or officer
was adjudged to be liable to the  corporation.  The TBCA also  provides  that in
connection with any proceeding  charging improper personal benefit to an officer
or  director,  no  indemnification  may be made if such  officer or  director is
adjudged liable on the basis that such personal benefit was improperly received.
In cases where the  director or officer is wholly  successful,  on the merits or
otherwise,  in the defense of any  proceeding  instigated  because of his or her
status as a director or officer of a  corporation,  the TBCA  mandates  that the
corporation  indemnify  the  director  or officer  against  reasonable  expenses
incurred  in the  proceeding.  The  TBCA  provides  that a  court  of  competent
jurisdiction,   unless  the  corporation's  charter  provides  otherwise,   upon
application, may order that an officer or director be indemnified for reasonable
expenses  if,  in  consideration  of  all  relevant  circumstances,   the  court
determines   that  such   individual  is  fairly  and  reasonably   entitled  to
indemnification,  notwithstanding the fact that (a) such officer or director was
adjudged  liable to the  corporation  in a proceeding  by or in the right of the
corporation;  (b) such officer or director was adjudged liable on the basis that
personal benefit was improperly received by him; or (c) such officer or director
breached his duty of care to the corporation.

     The  Registrant's  Charter and Bylaws  provide  that the  Registrant  shall
indemnify  its  directors  and  officers  to the  fullest  extent  permitted  by
applicable  law. The  Registrant's  Bylaws  provide  further that the Registrant
shall  advance  expenses to each  director and officer of the  Registrant to the
full extent allowed by the laws of the State of Tennessee, both as now in effect
and as  hereafter  adopted.  Under the  Registrant's  Charter and  Bylaws,  such
indemnification  and advancement of expenses provisions are not exclusive of any
other right that a director or officer may have or acquire  both as to action in
his or  her  official  capacity  and  as to  action  in  another  capacity.  The
Registrant  believes  that its Charter and Bylaw  provisions  are  necessary  to
attract and retain qualified  persons as directors and officers.  The Registrant
has in effect a  directors'  and  officers'  liability  insurance  policy  which
provides coverage for its directors and officers. Under this policy, the insurer
agrees to pay,  subject to  certain  exclusions,  for any claim  made  against a
director or officer of the  Registrant  for a wrongful  act by such  director or
officer,  but only if and to the extent such director or officer becomes legally
obligated to pay such claim, or incurs certain costs in defending such claim.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not  applicable.
                                       3
ITEM 8. EXHIBITS.

          (a)  Exhibits.   See  the  Exhibit  Index  immediately  following  the
               signature page hereto.

          (b)  Undertaking. The undersigned Registrant hereby undertakes that it
               has submitted the Plan and any amendments thereto to the Internal
               Revenue  Service  ("IRS")  in a  timely  manner  and has made all
               changes  required  by the IRS in order to qualify  the Plan under
               Section 401 of the Internal Revenue Code of 1986, as amended.

ITEM 9. UNDERTAKINGS.

     A.   The undersigned Registrant and the Plan hereby undertake:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective  amendment to this Registration  Statement
               to include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  Registration
               Statement  or any  material  change  to such  information  in the
               Registration Statement;

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities  Act,  each  such  post-effective  amendment  shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof; and

          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

     B.   The undersigned  Registrant and the Plan hereby  undertake  that, for
          purposes of determining  any liability  under the Securities Act, each
          filing of the Registrant's  annual report pursuant to Section 13(a) or
          Section  15(d) of the  Exchange  Act (and each  filing  of the  Plan's
          annual  report  pursuant to Section 15(d) of the Exchange Act) that is
          incorporated  by  reference  in the  Registration  Statement  shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     C.   Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities   Act  may  be  permitted  to  directors,   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 such indemnification
          is against  public policy as expressed in the  Securities  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 director, officer, or
          controlling  person of the Registrant in the successful defense of any
          action, suit, or proceeding) is asserted by such director, 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 of whether such indemnification
          by it is against  public policy as expressed in the Securities Act and
          will be governed by the final adjudication of such issue.

                                       4
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Goodlettsville,  State of Tennessee, on the 22nd
day of January, 2003.

                               DOLLAR GENERAL COPORATION

                               By:  /s/ James J. Hagan
                                    --------------------------------------------
                                    James J. Hagan
                                    Executive Vice President and Chief Financial
                                    Officer

     The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
Plan  administrator has duly caused this Registration  Statement to be signed on
its  behalf  by the  undersigned  thereunto  duly  authorized,  in the  City  of
Goodlettsville, State of Tennessee, on the 22nd day of January, 2003.

                                     DOLLAR GENERAL CORPORATION
                                     401(k) SAVINGS AND RETIREMENT PLAN

                                     By: /s/ Melissa Buffington
                                         ---------------------------------------
                                         Melissa Buffington
                                         Senior Vice President Human Development
                                         and Planning

                                       5
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
SIGNATURE                                        CAPACITY                                     DATE
---------                                        --------                                     ----
Acting Chief Executive Officer, President and        January 8, 2003
/s/ Donald S. Shaffer               Chief Operating Officer (Principal Executive
---------------------------------- Officer)
DONALD S. SHAFFER

/s/ James J. Hagan                 Executive Vice President and Chief Financial         January 22, 2003
---------------------------------- Officer  (Principal Financial and Chief
JAMES J. HAGAN                     Accounting Officer)

            *
----------------------------------             Director                                            *
DENNIS C. BOTTORFF

            *
----------------------------------             Director                                            *
DAVID L. BERE

            *
----------------------------------             Director                                            *
BARBARA L. BOWLES

            *
----------------------------------             Director                                            *
JAMES L. CLAYTON

            *
----------------------------------             Director                                            *
REGINALD D. DICKSON

            *
----------------------------------             Director                                            *
E. GORDON GEE

            *
----------------------------------             Director                                            *
JOHN B. HOLLAND

            *
----------------------------------             Director                                            *
BARBARA M. KNUCKLES
6
SIGNATURE                                        CAPACITY                                     DATE
---------                                        --------                                     ----
*
----------------------------------             Director                                            *
JAMES D. ROBBINS

            *
----------------------------------             Director                                            *
CAL TURNER

            *
----------------------------------             Director                                            *
DAVID M. WILDS

            *
----------------------------------             Director                                            *
WILLIAM S. WIRE, II

* By:/s/ Susan S.Lanigan                       Attorney-in-Fact                         January 22, 2003
     -----------------------------
        Susan S. Lanigan
7
EXHIBIT INDEX

Exhibit No.                        Description
-----------                        -----------

   4.1            Dollar General Corporation 401(k) Savings and Retirement Plan.

   4.2            Sections 7, 8, 9, 10 and 12 of the Dollar General Corporation
                  Charter, as amended (incorporated by reference to the
                  Company's Current Report on Form 8-K filed with the SEC on
                  February 29, 2000).

   4.3            Rights Agreement dated as of February 29,  2000, between
                  Dollar General Corporation and Registrar and Transfer Company
                  (incorporated by reference to the Company's Current Report on
                  Form 8-K filed with the SEC on February 29, 2000).

   23.1           Consent of Ernst & Young.

   23.2           Consent of Grant Thornton.

   24             Power of Attorney.

                                       8