<B>UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



FORM 10-Q/A

(Amendment No. 1)



QUARTERLY REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended July 30, 2004


Commission file number:  001-11421


DOLLAR GENERAL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)



TENNESSEE

61-0502302

(State or Other Jurisdiction of
Incorporation or Organization)

(I.R.S. Employer
Identification No.)

  
  

100 MISSION RIDGE

GOODLETTSVILLE, TN 37072

(Address of Principal Executive Offices, Zip Code)



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


Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]  No [   ]


Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  Yes [X]  No [   ]


The number of shares of common stock outstanding on August 23, 2004 was 328,399,029.



EXPLANATORY NOTE


The undersigned Registrant hereby files this Amendment No. 1 to Quarterly Report on Form 10-Q in order to amend the following Items with respect to its Quarterly Report on Form 10-Q for the quarter ended July 30, 2004:


(1)

Part II, Item 4 “Submission of Matters to a Vote of Security Holders,” and


(2)

Part II, Item 6 “Exhibits” to furnish the certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 and Rule 12b-15.


PART II


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


(a)

The Company’s Annual Meeting of Shareholders was held on May 25, 2004.


(b)

Proxies for the Annual Meeting were solicited in accordance with Regulation 14A of the Securities Exchange Act of 1934. There was no solicitation in opposition to management’s nominees and all of management’s nominees were elected. Each director is elected to serve a one-year term.


(c)

The following sets forth the results of voting on each matter at the Annual Meeting:


Proposal 1—Election of Directors


  

For

Withhold Authority

    
 

David L. Beré

293,879,317

12,140,195

 

Dennis C. Bottorff

293,806,135

12,213,378

 

Barbara L. Bowles

293,513,203

12,506,310

 

James L. Clayton

291,454,706

14,564,807

 

Reginald D. Dickson

291,605,677

14,413,836

 

E. Gordon Gee

291,278,251

14,741,262

 

Barbara M. Knuckles

292,565,469

13,454,044

 

David A. Perdue

290,430,385

15,589,128

 

J. Neal Purcell

293,845,316

12,174,197

 

James D. Robbins

292,605,290

13,414,223

 

David M. Wilds

291,374,195

14,645,318


Proposal 2—Ratification of the Appointment of Ernst & Young LLP as Independent Auditors for 2004 Fiscal Year


Votes cast for:

300,743,804

Votes cast against:

3,409,764

Votes cast to abstain:

1,865,944


ITEM 6.  EXHIBITS


See the Exhibit Index immediately following the signature page hereto.



SIGNATURE


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, both on behalf of the Registrant and in his capacity as principal financial and accounting officer of the Registrant.


Dated:  September 27, 2004

DOLLAR GENERAL CORPORATION

   
   
 

By:

/s/ David M. Tehle

  

David M. Tehle

  

Executive Vice President and Chief Financial Officer



EXHIBIT INDEX


10.1

Employment Agreement, effective June 7, 2004, by and between Dollar General Corporation and David M. Tehle.*

10.2

Amended and Restated Revolving Credit Agreement, dated as of June 30, 2004, by and among Dollar General Corporation, SunTrust Bank, Key Bank National Association, Bank of America, N.A., U.S. Bank National Association, AmSouth Bank, and the lenders from time to time parties thereto.*

31

Certifications of CEO and CFO under Exchange Act Rule 13a-14(a).*

31.2

Certifications of CEO and CFO under Exchange act Rule 13a-14(a) pertaining to Form 10-Q/A (Amendment No. 1).

32

Certifications of CEO and CFO under 18 U.S.C. 1350.*

32.2

Certifications of CEO and CFO under 18 U.S.C. 1350 pertaining to Form 10-Q/A (Amendment No. 1).

*

Document previously filed or furnished, as applicable, with the Form 10-Q for the quarter ended July 30, 2004.




#