[Letterhead of Dollar General Corporation]
April 21, 2009
Mr. H. Christopher Owings
Assistant Director
Division of Corporation Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Mail Stop 3561
Washington, D.C. 20549
RE:
Dollar General Corporation
Form 10-K for the Fiscal Year Ended February 1, 2008
Filed March 28, 2008
Form 8-K
Filed July 6, 2007
File No. 1-11421
Dear Mr. Owings:
This letter is in response to your letter dated April 8, 2009, which we received by facsimile on that same date, providing an additional comment from the Securities and Exchange Commission staff (the “staff”) regarding the filings of Dollar General Corporation (the “Company”) referenced above.
The Company’s specific response to the staff’s comment is set forth below.
Form 10-K for the Fiscal Year Ended February 1, 2008
Exhibit Index, page 170
Exhibit 4.23
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We note that you have incorporated by reference into your annual report the Credit Agreement dated July 6, 2007 filed as Exhibit 4.2 to your current report on Form 8-K filed on July 12, 2007. In the Table of Contents to that Credit Agreement, it appears that the agreement contains certain schedules and exhibits that you did not file with the Credit Agreement or elsewhere. Please file an amended current report on Form 8-K that includes the schedules and exhibits to the Credit Agreement or tell us why it is not appropriate for you to do so.
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COMPANY RESPONSE:
On April 21, 2009, we filed the requested amendment (the “Amendment”) to the above-referenced Form 8-K that includes the previously omitted schedules and exhibits to the Credit Agreement to the extent such omitted schedules and exhibits were not otherwise filed with such Form 8-K or elsewhere.
* * * * *
We would be happy to respond to any further questions or suggestions you or the staff may have in connection with our periodic filings. Please feel free to contact me directly at (615) 855-5542 or David Tehle, our Chief Financial Officer, at (615) 855-5506.
Sincerely,
/s/ Richard W. Dreiling
Richard W. Dreiling
Chairman and Chief Executive Officer
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