UNITED STATES

UNITED STATES

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 25, 2006



Dollar General Corporation

(Exact name of registrant as specified in its charter)

   
   

Tennessee

001-11421

61-0502302

(State or other jurisdiction
of incorporation)

(Commission File Number)

(I.R.S. Employer
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)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



ITEM 5.05

AMENDMENTS TO THE REGISTRANT’S CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE CODE OF ETHICS


The Dollar General Corporation Code of Business Conduct and Ethics was revised by the Board of Directors on January 25, 2006 to (1) clarify that the conflict of interest provisions relating to the payment by a vendor or competitor on behalf of a Dollar General employee of necessary costs to attend business-related meetings, conventions or seminars apply only to out-of town seminars, and that local business-related meetings, conventions and seminars for which a vendor or competitor pays, on behalf of a Dollar General employee, the necessary costs to attend would be governed by the general gifts and entertainment policy, (2) amend the definition of family member to include stepparents, stepchildren and stepsiblings, and (3) provide for certain other technical, administrative and non-substantive amendments. The Code, as revised, is published on Dollar General’s website located at www.dollargeneral.com.




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 hereunto duly authorized.



Date:  January 26, 2006

DOLLAR GENERAL CORPORATION

   
   
   
 

By:

/s/ Susan S. Lanigan

  

Susan S. Lanigan

  

Executive Vice President and General Counsel

   




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