As Filed With the Securities and Exchange Commission
                              on December 21, 1999

                                                           Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    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
      Incorporation or Organization)                       Identification No.)

        DOLLAR GENERAL CORPORATION
            100 Mission Ridge                                     37072
        Goodlettsville, Tennessee                              (Zip Code)
 (Address of Principal Executive Offices)

      Dollar General Corporation Supplemental Executive Retirement Plan and
                           Compensation Deferral Plan
                            (Full title of the plan)

                                 Robert C. Layne
                               Corporate Secretary
                                100 Mission Ridge
                         Goodlettsville, Tennessee 37072
                     (Name and address of agent for service)


                                 (615) 855-4000
          (Telephone number, including area code, of agent for service)
<PAGE>
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                     Proposed maximum      Proposed maximum
    Title of securities           Amount to           Offering price      aggregate offering        Amount of
      to be registered          be registered         Per share (1)           price (1)         registration fee
--------------------------------------------------------------------------------------------------------------------
<S>                              <C>                       <C>                <C>                   <C>
            Plan
        Obligations              $ 10,000,000              100 %              $  10,000,000         $ 2,780.00
====================================================================================================================
</TABLE>

(1) The obligations  (the "Plan  Obligations")  being  registered  hereunder are
unsecured  obligations of Dollar General  Corporation (the  "Registrant") to pay
deferred  compensation  in the future in accordance with the terms of the Dollar
General  Corporation  Supplemental  Executive  Retirement Plan and  Compensation
Deferral Plan (the "Plan").

(2)  Estimated  solely  for  the  purpose  of  determining  the  amount  of  the
registration fee.
<PAGE>
                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8 will be sent or given to  Participants  as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended (the "Securities  Act").  These documents
and the documents  incorporated by reference into this  Registration  Statement,
taken together,  constitute a prospectus that meets the  requirements of Section
10(a) of the Securities Act. Capitalized terms used but not defined herein shall
have  the  meanings   ascribed  to  them  in  the  Dollar  General   Corporation
Supplemental  Executive  Retirement  Plan and  Compensation  Deferral  Plan (the
"Plan").


                                     PART II

                    INFORMATION REQUIRED IN THE REGISTRATION
                                    STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents  previously filed by Dollar General Corporation
(the   "Registrant")   with  the   Securities  and  Exchange   Commission   (the
"Commission")  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 January 29, 1999; and

                  (b)      The Registrant's  Quarterly  Reports on Form 10-Q for
                           the fiscal  quarters  ended April 30, 1999,  July 30,
                           1999 and October 29, 1999.

         All documents and reports subsequently filed by the Registrant 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 Plan Obligations covered hereby have been sold or which deregisters all Plan
Obligations  shares 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 in 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

         The Plan was  approved by the Board of Directors  of  Registrant  to be
effective on and after  January 1, 2000.  $10,000,000  of Plan  Obligations  are
being registered herein pursuant to the this Registration Statement,  which Plan
Obligations  are to be offered to certain  eligible  employees of the Registrant
and its  subsidiaries  pursuant to the Plan.  The Plan  Obligations  are general
unsecured  obligations  of the  Registrant to pay deferred  compensation  in the
future in accordance  with the terms of the Plan from the general  assets of the
Registrants,  and rank pari  passu  with  other  unsecured  indebtedness  of the
Registrant from time to time outstanding.
<PAGE>
         The amount of compensation  deferred by each  Participant is determined
in  accordance  with  each  Participant's  deferral  election  pursuant  to  the
Compensation Deferral Plan (the "CDP") and the Company's  contributions pursuant
to the CDP and the  Supplemental  Executive  Retirement  Plan  (the  "SERP")  in
accordance with the terms of the Plan.  Such amount,  as adjusted to reflect any
deemed  investment  appreciation  or  depreciation,  will be  payable  upon  the
Participant's termination or retirement.  Company contributions made pursuant to
the SERP will vest at the earlier of the  Participant's  attainment of age 50 or
the  Participant's  being  credited  with ten (10) or more years of service,  or
death, disability or a change in control, all as defined in the Plan.

         Each  Participant's  Plan  Obligations  will be adjusted to reflect the
investment  experience of the underlying Plan investment fund(s),  including any
appreciation or depreciation.  A Participant may request that the  Participant's
Plan  Obligations  be  invested  among five  alternatives.  While the  committee
administering  the Plan will consider  properly made  investment  requests,  the
committee is not obligated to follow any such request.  Pursuant to the terms of
the Plan, the  Participant's  account balance will be paid in cash by (a) a lump
sum,  (b)  monthly  installments  over a  five,  10 or 15 year  period  or (c) a
combination  of an  initial  lump  sum of a  specified  dollar  amount  and  the
remainder in monthly installments over a five, 10 or 15 year period.  However, a
lump sum distribution  will be paid in lieu of installments if the Participant's
account balance is less than $25,000,  or if the Participant  fails to specify a
form of payment.

         A   Participant's   Plan   Obligations   cannot  be  alienated,   sold,
transferred,  assigned,  pledged, attached,  garnished, or otherwise encumbered,
and pass only to a survivor beneficiary designated under the Plan, or by will or
the laws of descent and  distribution.  The Plan  Obligations are not subject to
redemption,  in whole or in part, prior to the termination,  retirement or death
of the  Participant.  However,  the  Registrant  reserves  the right to amend or
terminate  the Plan at any time,  except that no such  amendment or  termination
shall adversely  affect a Participant's  right to Plan Obligations in the amount
of the  Participant's  accounts as of the date of such amendment or termination.
The  Plan   Obligations  are  not  convertible  into  another  security  of  the
Registrant.  The Plan Obligations will not have the benefit of a negative pledge
or any other affirmative or negative covenant on the part of the Registrant.  No
trustee has been  appointed  having the authority to take action with respect to
the Plan  Obligations  and  each  Participant  will be  responsible  for  acting
independently  with  respect  to,  among  other  things,  the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to the
Plan Obligations, enforcing covenants and taking action upon a default.

Item 5.  Interests of Named Experts and Counsel

         Robert C. Layne, Corporate Secretary of the Registrant,  who has passed
upon the  legality of the Plan  Obligations  offered  hereby,  is  eligible  for
participation in the Plan.
<PAGE>
Item 6.  Indemnification of Directors and Officers

         The  Tennessee  Business  Corporation  Act  ("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.

Item 7.  Exemption from Registration Claimed

Not applicable.

Item 8.  Exhibits

See Exhibit Index.
<PAGE>
Item 9.  Undertakings

A.       The undersigned Registrant hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   Registration
                  Statement 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 Registrant  hereby undertakes 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 of (and,  where  applicable,  each  filing of an employee
         benefit 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.
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Nashville,  State of Tennessee, on the 21st day
of December, 1999.

                                 DOLLAR GENERAL CORPORATION

                                 By: /s/ Cal Turner, Jr.
                                     Cal Turner, Jr., President, Chief Executive
                                     Officer and Chairman

         KNOW ALL MEN BY THESE  PRESENTS,  each person whose  signature  appears
below hereby  constitutes and appoints Cal Turner, Jr. and Brian M. Burr, his or
her  true  and  lawful   attorneys-in-fact   and  agents,  with  full  power  of
substitution  and  resubstitution,  for him or her and in his or her name, place
and stead,  in any and all  capacities,  to sign any and all  amendments to this
Registration  Statement,  and to file the same, with the Securities and Exchange
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said  attorneys-in-fact  and  agents,  or his  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.
<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 as of the dates indicated.
<TABLE>
<CAPTION>
         Signature                                   Title                                       Date
         ---------                                   -----                                       ----
<S>                                         <C>                                          <C>
/s/ Cal Turner, Jr.                         President, Chief Executive Officer           December 21, 1999
Cal Turner, Jr.                             and Chairman

/s/ Brian M. Burr                           Executive Vice President and Chief           December 21, 1999
Brian M. Burr                               Financial Officer

/s/ Dennis C. Bottorff                      Director                                     December 21, 1999
Dennis C. Bottorff

/s/ James L. Clayton                        Director                                     December 21, 1999
James L. Clayton

/s/ Reginald D. Dickson                     Director                                     December 21, 1999
Reginald D. Dickson

/s/ John B. Holland                         Director                                     December __, 199
John B. Holland

/s/ Barbara M. Knuckles                     Director                                     December 21, 1999
Barbara M. Knuckles

/s/ Cal Turner                              Director                                     December 21, 1999
Cal Turner

/s/ David M. Wilds                          Director                                     December 21, 1999
David M. Wilds

/s/ William S. Wire, II                     Director                                     December 21, 1999
William S. Wire, II
</TABLE>

   DOLLAR GENERAL CORPORATION  SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AND
   COMPENSATION DEFERRAL PLAN


   By: /s/ Cal Turner, Jr.
   Cal Turner, Jr.
   Title:  Chairman, President and Chief Executive Officer
   Dollar General Corporation
<PAGE>
                                  Exhibit Index

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

4              Dollar General Corporation Supplemental Executive Retirement
               Plan and Compensation Deferral Plan
5              Opinion of Robert C. Layne
23.1           Consent of Deloitte & Touche, LLP
23.2           Consent of PriceWaterhouseCoopers LLC
23.3           Consent of Robert C. Layne (included in Exhibit 5)
24             Power of Attorney (included on signature page)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21404}]
{"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": "333-93309", "film-number": "99778546"}, "business-address": {"street1": "100 MISSION RIDGE", "city": "GOODLETTSVILLE", "state": "TN", "zip": "37072", "phone": "(615) 855-4000"}, "mail-address": {"street1": "104 WOODMONT BLVD STE 500", "city": "NASHVILLE", "state": "TN", "zip": "37205"}, "former-company": [{"former-conformed-name": "TURNER CAL", "date-changed": "19710401"}, {"former-conformed-name": "TURNER J L & SON INC", "date-changed": "19710401"}]}
As Filed With the Securities and Exchange Commission
                              on December 21, 1999

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    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
      Incorporation or Organization)                       Identification No.)

        DOLLAR GENERAL CORPORATION
            100 Mission Ridge                                     37072
        Goodlettsville, Tennessee                              (Zip Code)
 (Address of Principal Executive Offices)

      Dollar General Corporation Supplemental Executive Retirement Plan and
                           Compensation Deferral Plan
                            (Full title of the plan)

                                 Robert C. Layne
                               Corporate Secretary
                                100 Mission Ridge
                         Goodlettsville, Tennessee 37072
                     (Name and address of agent for service)

                                 (615) 855-4000
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                     Proposed maximum      Proposed maximum
    Title of securities           Amount to           Offering price      aggregate offering        Amount of
      to be registered          be registered         Per share (1)           price (1)         registration fee
--------------------------------------------------------------------------------------------------------------------
Plan
        Obligations              $ 10,000,000              100 %              $  10,000,000         $ 2,780.00
====================================================================================================================
(1) The obligations  (the "Plan  Obligations")  being  registered  hereunder are
unsecured  obligations of Dollar General  Corporation (the  "Registrant") to pay
deferred  compensation  in the future in accordance with the terms of the Dollar
General  Corporation  Supplemental  Executive  Retirement Plan and  Compensation
Deferral Plan (the "Plan").

(2)  Estimated  solely  for  the  purpose  of  determining  the  amount  of  the
registration fee.
PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8 will be sent or given to  Participants  as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended (the "Securities  Act").  These documents
and the documents  incorporated by reference into this  Registration  Statement,
taken together,  constitute a prospectus that meets the  requirements of Section
10(a) of the Securities Act. Capitalized terms used but not defined herein shall
have  the  meanings   ascribed  to  them  in  the  Dollar  General   Corporation
Supplemental  Executive  Retirement  Plan and  Compensation  Deferral  Plan (the
"Plan").

                                     PART II

                    INFORMATION REQUIRED IN THE REGISTRATION
                                    STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents  previously filed by Dollar General Corporation
(the   "Registrant")   with  the   Securities  and  Exchange   Commission   (the
"Commission")  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 January 29, 1999; and

                  (b)      The Registrant's  Quarterly  Reports on Form 10-Q for
                           the fiscal  quarters  ended April 30, 1999,  July 30,
                           1999 and October 29, 1999.

         All documents and reports subsequently filed by the Registrant 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 Plan Obligations covered hereby have been sold or which deregisters all Plan
Obligations  shares 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 in 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

         The Plan was  approved by the Board of Directors  of  Registrant  to be
effective on and after  January 1, 2000.  $10,000,000  of Plan  Obligations  are
being registered herein pursuant to the this Registration Statement,  which Plan
Obligations  are to be offered to certain  eligible  employees of the Registrant
and its  subsidiaries  pursuant to the Plan.  The Plan  Obligations  are general
unsecured  obligations  of the  Registrant to pay deferred  compensation  in the
future in accordance  with the terms of the Plan from the general  assets of the
Registrants,  and rank pari  passu  with  other  unsecured  indebtedness  of the
Registrant from time to time outstanding.
The amount of compensation  deferred by each  Participant is determined
in  accordance  with  each  Participant's  deferral  election  pursuant  to  the
Compensation Deferral Plan (the "CDP") and the Company's  contributions pursuant
to the CDP and the  Supplemental  Executive  Retirement  Plan  (the  "SERP")  in
accordance with the terms of the Plan.  Such amount,  as adjusted to reflect any
deemed  investment  appreciation  or  depreciation,  will be  payable  upon  the
Participant's termination or retirement.  Company contributions made pursuant to
the SERP will vest at the earlier of the  Participant's  attainment of age 50 or
the  Participant's  being  credited  with ten (10) or more years of service,  or
death, disability or a change in control, all as defined in the Plan.

         Each  Participant's  Plan  Obligations  will be adjusted to reflect the
investment  experience of the underlying Plan investment fund(s),  including any
appreciation or depreciation.  A Participant may request that the  Participant's
Plan  Obligations  be  invested  among five  alternatives.  While the  committee
administering  the Plan will consider  properly made  investment  requests,  the
committee is not obligated to follow any such request.  Pursuant to the terms of
the Plan, the  Participant's  account balance will be paid in cash by (a) a lump
sum,  (b)  monthly  installments  over a  five,  10 or 15 year  period  or (c) a
combination  of an  initial  lump  sum of a  specified  dollar  amount  and  the
remainder in monthly installments over a five, 10 or 15 year period.  However, a
lump sum distribution  will be paid in lieu of installments if the Participant's
account balance is less than $25,000,  or if the Participant  fails to specify a
form of payment.

         A   Participant's   Plan   Obligations   cannot  be  alienated,   sold,
transferred,  assigned,  pledged, attached,  garnished, or otherwise encumbered,
and pass only to a survivor beneficiary designated under the Plan, or by will or
the laws of descent and  distribution.  The Plan  Obligations are not subject to
redemption,  in whole or in part, prior to the termination,  retirement or death
of the  Participant.  However,  the  Registrant  reserves  the right to amend or
terminate  the Plan at any time,  except that no such  amendment or  termination
shall adversely  affect a Participant's  right to Plan Obligations in the amount
of the  Participant's  accounts as of the date of such amendment or termination.
The  Plan   Obligations  are  not  convertible  into  another  security  of  the
Registrant.  The Plan Obligations will not have the benefit of a negative pledge
or any other affirmative or negative covenant on the part of the Registrant.  No
trustee has been  appointed  having the authority to take action with respect to
the Plan  Obligations  and  each  Participant  will be  responsible  for  acting
independently  with  respect  to,  among  other  things,  the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to the
Plan Obligations, enforcing covenants and taking action upon a default.

Item 5.  Interests of Named Experts and Counsel

         Robert C. Layne, Corporate Secretary of the Registrant,  who has passed
upon the  legality of the Plan  Obligations  offered  hereby,  is  eligible  for
participation in the Plan.
Item 6.  Indemnification of Directors and Officers

         The  Tennessee  Business  Corporation  Act  ("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.

Item 7.  Exemption from Registration Claimed

Not applicable.

Item 8.  Exhibits

See Exhibit Index.
Item 9.  Undertakings

A.       The undersigned Registrant hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   Registration
                  Statement 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 Registrant  hereby undertakes 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 of (and,  where  applicable,  each  filing of an employee
         benefit 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.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Nashville,  State of Tennessee, on the 21st day
of December, 1999.

                                 DOLLAR GENERAL CORPORATION

                                 By: /s/ Cal Turner, Jr.
                                     Cal Turner, Jr., President, Chief Executive
                                     Officer and Chairman

         KNOW ALL MEN BY THESE  PRESENTS,  each person whose  signature  appears
below hereby  constitutes and appoints Cal Turner, Jr. and Brian M. Burr, his or
her  true  and  lawful   attorneys-in-fact   and  agents,  with  full  power  of
substitution  and  resubstitution,  for him or her and in his or her name, place
and stead,  in any and all  capacities,  to sign any and all  amendments to this
Registration  Statement,  and to file the same, with the Securities and Exchange
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said  attorneys-in-fact  and  agents,  or his  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.
Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and as of the dates indicated.
Signature                                   Title                                       Date
         ---------                                   -----                                       ----
/s/ Cal Turner, Jr.                         President, Chief Executive Officer           December 21, 1999
Cal Turner, Jr.                             and Chairman

/s/ Brian M. Burr                           Executive Vice President and Chief           December 21, 1999
Brian M. Burr                               Financial Officer

/s/ Dennis C. Bottorff                      Director                                     December 21, 1999
Dennis C. Bottorff

/s/ James L. Clayton                        Director                                     December 21, 1999
James L. Clayton

/s/ Reginald D. Dickson                     Director                                     December 21, 1999
Reginald D. Dickson

/s/ John B. Holland                         Director                                     December __, 199
John B. Holland

/s/ Barbara M. Knuckles                     Director                                     December 21, 1999
Barbara M. Knuckles

/s/ Cal Turner                              Director                                     December 21, 1999
Cal Turner

/s/ David M. Wilds                          Director                                     December 21, 1999
David M. Wilds

/s/ William S. Wire, II                     Director                                     December 21, 1999
William S. Wire, II
DOLLAR GENERAL CORPORATION  SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AND
   COMPENSATION DEFERRAL PLAN

   By: /s/ Cal Turner, Jr.
   Cal Turner, Jr.
   Title:  Chairman, President and Chief Executive Officer
   Dollar General Corporation
Exhibit Index

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

4              Dollar General Corporation Supplemental Executive Retirement
               Plan and Compensation Deferral Plan
5              Opinion of Robert C. Layne
23.1           Consent of Deloitte & Touche, LLP
23.2           Consent of PriceWaterhouseCoopers LLC
23.3           Consent of Robert C. Layne (included in Exhibit 5)
24             Power of Attorney (included on signature page)