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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000914317-01-000047.txt : 20010124
<SEC-HEADER>0000914317-01-000047.hdr.sgml : 20010124
ACCESSION NUMBER:		0000914317-01-000047
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20010123
ITEM INFORMATION:		
FILED AS OF DATE:		20010123

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DOLLAR GENERAL CORP
		CENTRAL INDEX KEY:			0000029534
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-VARIETY STORES [5331]
		IRS NUMBER:				610502302
		STATE OF INCORPORATION:			TN
		FISCAL YEAR END:			0131

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	001-11421
		FILM NUMBER:		1513467

	BUSINESS ADDRESS:	
		STREET 1:		100 MISSION RIDGE
		CITY:			GOODLETTSVILLE
		STATE:			TN
		ZIP:			37072
		BUSINESS PHONE:		6158554000

	MAIL ADDRESS:	
		STREET 1:		104 WOODMONT BLVD STE 500
		CITY:			NASHVILLE
		STATE:			TN
		ZIP:			37205

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	TURNER CAL
		DATE OF NAME CHANGE:	19710401

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	TURNER J L & SON INC
		DATE OF NAME CHANGE:	19710401
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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


                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


 Date of Report (Date of earliest event reported): January 23, 2001

                           Dollar General Corporation
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


Tennessee                             001-11421                  61-0502302
- --------------------------------------------------------------------------------
(State or Other Jurisdiction   (Commission File Number)       (I.R.S. Employer
of Incorporation)                                            Identification No.)


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


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

       Registrant's telephone number, including area code: (615) 855-4000


- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)

<PAGE>


ITEM 9.           REGULATION FD DISCLOSURE

On January 22, 2001,  Dollar General  Corporation (the "Company")  issued a news
release and held a conference call (copies of which are  incorporated  herein by
reference and attached hereto as Exhibits 99.1 and 99.2) with respect to January
sales  expectations  and updated earnings outlook for the full year. The Company
is  filing  this  8-K  pursuant  to the  Securities  and  Exchange  Commission's
Regulation FD.



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                 DOLLAR GENERAL CORPORATION
                                                 (Registrant)



January 23, 2001                                 By: /s/ Brian M. Burr
                                                     ----------------------
                                                     Brian M. Burr
                                                     Executive Vice President
                                                     and Chief Financial Officer

<PAGE>

Exhibit Index
- -------------------

Exhibit No.                Item

99.1    News Release Issued by Dollar General Corporation dated January 22, 2001
99.2    Management comments from conference call held on January 22, 2001


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>



                                                                    Exhibit 99.1

Investor Contact:
Kiley Fleming
(615) 855-5525


DOLLAR GENERAL REVISES JANUARY SALES EXPECTATIONS AND COMMENTS ON EARNINGS
OUTLOOK FOR THE YEAR

GOODLETTSVILLE,  TN - January 22, 2001 --- Dollar General Corporation (NYSE: DG)
today  announced that it expects to report earnings of  approximately  $0.62 per
diluted share for the 53-week period ending February 2, 2001,  compared to $0.65
per diluted  share for the 52-week  period ended  January 29, 2000.  Because the
Company has adopted the Retail Federation  Reporting  Calendar,  the fiscal year
ending  February 2, 2001, will include one additional week of sales and expenses
compared with the 52-week period last year.  The Company  expects the additional
week to contribute approximately $0.01 per diluted share.

For the 52-week  period ending  January 26, 2001,  the Company now expects total
company  revenues  and  same-store  sales to increase  approximately  15% and 1%
respectively,  compared  with  the  same  period  in 1999.  Gross  profit,  as a
percentage of net sales, is expected to be down  0.40-0.45%  compared with gross
profit in 1999.  This  expectation  reflects lower than  projected  gross profit
during the fourth quarter as a result of higher shrink results,  higher markdown
expense,  and  lower  initial  mark-up  in the  period.  Management  anticipates
operating  expense,  as a  percentage  of net  sales,  to  increase  1.10%-1.15%
compared to  operating  expense as a percentage  of net sales in 1999.  Interest
expense  as a  percentage  of net sales is  expected  to  increase  0.10%-0.15%,
reflecting  higher  interest rates than the same period a year ago. The tax rate
is expected to be approximately  36.25%.  Despite operating  675-700  additional
stores, management expects total LIFO inventories to increase approximately 10%.

"We expect the  decline in gross  profit to have  resulted  from  higher  shrink
expense attributable to the aggressive resetting of our stores earlier this year
and lower initial mark-up due to additional  promotional purchases in the fourth
quarter," said Cal Turner,  Jr., Chairman and CEO. "We reiterate that our stores
are now better positioned to serve our customers."

The Company will host a conference call at 5:00 p.m. EST on Monday,  January 22,
2001  to  discuss  information   included  within  this  release.  In  order  to
participate,  please call (312)  470-7140.  The passcode for the call is "Dollar
General."  The  conference  call  will  also  be  broadcast   live,   online  at
www.dollargeneral.com.  A replay  of the  call  will be  available  for 48 hours
online or by calling (402) 998-1668.

The Company also  announced  that  month-to-date,  through the third week of the
January period,  sales are  significantly  above plan. Total sales for the month
are now  expected  to  increase  18-19% and  same-store  sales are  expected  to
increase  4-5%.  Month-to-date,  strong sales  results have been reported in the
highly  consumable  category.  Geographically,  sales  for the  month  have been
strongest in the Company's Midwestern and Northeastern market areas.

<PAGE>


Weekly sales trends are  announced on Mondays after the market closes and can be
attained online at www.dollargeneral.com or by calling (615) 855-5529.

Dollar General  operates more than 4,889  neighborhood  stores in 25 states with
distribution centers in Florida, Kentucky,  Mississippi,  Missouri, Oklahoma and
Virginia.

This press release  contains  historical and  forward-looking  information.  The
forward-looking  statements  are made pursuant to the safe harbor  provisions of
the Private  Securities  Litigation Reform Act of 1995. The Company believes the
assumptions underlying these forward-looking statements are reasonable; however,
any of the assumptions  could be inaccurate,  and therefore,  actual results may
differ  materially from those projected in the  forward-looking  statements as a
result of  certain  risks and  uncertainties,  including,  but not  limited  to,
general transportation and distribution delays or interruptions, inventory risks
due to shifts  in market  demand,  changes  in  product  mix,  interruptions  in
suppliers'  business,  fuel price and interest rate fluctuations,  and costs and
delays associated with building,  opening and operating new distribution centers
("DCs") and stores. The Company undertakes no obligation to publicly release any
revisions to any forward-looking  statements  contained herein to reflect events
or  circumstances  occurring  after the date of this  report or to  reflect  the
occurrence of unanticipated events.

                                     # # #

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>


                                                                    Exhibit 99.2

                              2000 Year-End Outlook

                                 CONFERENCE CALL

                                January 22, 2001

Good  afternoon  and thank you for  joining us for  today's  conference  call to
discuss our  expectations  for the fourth quarter and fiscal year. With me today
are Cal Turner,  Chairman and CEO; Bob Carpenter,  President and Chief Operating
Officer;  Stonie  O'Briant,  Executive  Vice President of  Merchandising;  Randy
Sanderson,  Vice  President and  Controller;  Wade Smith,  Treasurer;  and Kiley
Fleming, Director of Investor Relations.

I will begin this call by  pointing  out that this  report is unusual for us. It
reflects  expectations  and estimates,  not actual results.  Therefore,  we will
probably not be able to answer all of your  questions.  Our objective is to give
you the earliest possible  insight.  We are scheduled to report complete results
for this year and plans for next year on Monday,  February  26th.  Today's  call
will be brief and will focus only on those issues discussed in today's release.

Our comments  will  contain  forward-looking  information,  which is provided in
accordance with the safe harbor provisions of the Private Securities  Litigation
Reform Act. We believe  our  underlying  assumptions  are  reasonable.  However,
actual  results  may differ  materially  from our  projections,  due to the risk
factors identified in the company's annual report on form 10K.

We anticipate  reporting  earnings per diluted share of approximately  $0.62 for
the period  ending  February  2, 2001,  compared  to $0.65 for the period  ended
January  29,  2000.  Included  in  this  guidance  is  an  expected  benefit  of
approximately  $0.01  from the  additional  week of sales and  expenses  in this
year's fiscal period.

Our revised guidance reflects  primarily lower than expected gross profit in the
fourth quarter  resulting  from:

    o  Higher than expected shrink results
    o  Higher accrued markdown expense and
    o  Lower than expected initial mark-up on purchases

We delayed taking inventories in some stores last summer to allow teams to focus
on the store  reset.  We expected  that  inventories  in these  stores  would be
consistent with last year's shrink  results,  and we accrued shrink in-line with
this  expectation.  However,  the inventory results  month-to-date  suggest that
shrink will be higher than expected.

As  many  of you  know,  one  of  our  long-term  operational  objectives  is to
significantly  increase total inventory turns.  This year, we have made progress
toward this goal,  especially in improving DC inventory  turns. At year-end,  we
expect total LIFO inventories to increase  approximately  10%, despite operating
675-700  additional  stores. In 2001, we will focus primarily on improving store
inventory turn. In support of this  initiative,  we have decided to increase our
markdown reserve in the fourth quarter of 2000.

Sales in the month of January are now expected to increase 18-19% and same-store
sales  are  expected  to  increase  4-5%.  These  strong  sales  are a result of
additional  promotional  merchandise  and improving  in-stock  positions of core

<PAGE>

merchandise  across the chain.  Consequently,  we  anticipate  a slightly  lower
initial  mark-up on purchases in the fourth  quarter as a result of both a shift
in our sales mix and the impact of promotional purchases in January.

Taking into consideration the factors I have mentioned, our revised guidance for
the 52-week period ending January 26, 2001 is as follows: Total company revenues
and  same-store  sales  are  expected  to  increase  approximately  15%  and  1%
respectively,  compared  with  the  same  period  in 1999.  Gross  profit,  as a
percentage of net sales is expected to be down 40-45 basis points  compared with
gross profit in 1999.  Our guidance on  operating  expense and interest  expense
remains unchanged from our last update following the December sales release.

From a macro  perspective,  while a softening  economy affected just about every
retailer  during the  holiday  period,  we  believe  that  significantly  higher
gasoline and heating costs acutely impacted the limited disposable income of our
primary  customer.  We are optimistic that existing  customers and potential new
customers will utilize the exceptional values at Dollar General stores as a tool
to help them stretch  their  dollars in good and, even more so, in poor economic
times.

This concludes my prepared comments. Operator, we are now ready for the question
and answer session.


<PAGE>



Summary of question and answer session:

1.   You  mentioned  that you expect  higher  shrink,  lower  mark-up and higher
     markdowns to pressure gross profit in the fourth quarter.  Can you quantify
     the impact of these  items?  For the fourth  quarter of this year (13 weeks
     ending  January 26,  2001),  we expect gross profit as a percentage  of net
     sales to decrease  210-220  basis  points  compared  with gross profit as a
     percentage of net sales for the same period last year.  The biggest  driver
     of the lower  gross  profit  is higher  than  expected  shrinkage  expense.
     Year-to-date  through the third quarter,  we accrued shrink at 2.25% of net
     sales.  Inventories  taken  late in the  year  indicate  that  shrink  as a
     percentage  of net  sales  will be  approximately  2.50%  for the full year
     compared with 2.25% last year.  Accordingly,  in the fourth quarter of this
     year we expect to accrue shrink as a percentage of net sales at 3.10%-3.20%
     versus  1.60% for the same  period  last year.  This  150-160  basis  point
     increase  accounts  for  roughly  70% of the gross  profit  decline  in the
     quarter.  Lower initial  mark-up and higher  markdown  accruals make up the
     additional 60 basis point decline.

2.   Can you expand on the types of  promotional  products you are  featuring in
     your stores this month?  How are they driving lower initial  mark-up in the
     period?  The  promotional  items we are  featuring in our stores in January
     should be more  accurately  characterized  as opportunity  buys. As we have
     previously  discussed,  we believe that through  well-placed,  high quality
     opportunistic  merchandise,  we can  create  additional  excitement  in our
     stores.  Several  such  items  became  available  to us late in the  fourth
     quarter.  While opportunity buys often strengthen mark-up, these particular
     opportunities are highly  consumable goods (such as bleach,  paper products
     and  snack  packs),  and we are  pleased  to be able to  offer  them to our
     customers at  exceptional  values.  We will  continue to take  advantage of
     opportunity buys when they complement our merchandise mix.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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