Exhibit A

ARTICLES OF AMENDMENT TO THE
RESTATED ARTICLES OF INCORPORATION OF THE
DOLLAR GENERAL CORPORATION

     Pursuant to the provisions of KRS Section 271B.10-030, the
undersigned Corporation hereby adopts the following Articles of
Amendment to its Restated Articles of Incorporation:

     First:    The name of the Corporation is Dollar General
Corporation;


     Second:   The Restated Articles of Incorporation of the
Corporation was filed on November 3, 1968 in the Office of the
Secretary of State of Kentucky.


     Third:    The following amendment to the Restated Articles of
Incorporation set forth in Paragraph Fifth hereof was adopted by
the vote of the holders of a majority of the shares of the Common
Stock outstanding on the 15th day of April, 1996, as required by
KRS Section 271B.10-030 at the annual meeting of the shareholders
of the Corporation on June 3, 1996.


     Fourth:   The number of shares entitled to vote thereon was
_______________ shares.  The number of shares voting for the
adoption of the Articles of Amendment was _______________ and the
number of shares voting against the Articles of Amendment was
_______________.


     Fifth:    The Restated Articles of Incorporation of the
Corporation (as heretofore amended) is hereby further amended as
follows:

     The entire introductory paragraph of Article V is deleted and
replaced with the following paragraph:

                    The Corporation is authorized to issue two
               classes of stock in the following number of
               shares: (i) 200,000,000 shares of common stock,
               $.50 par value per share (the "Common Stock"),
               and (ii) 5,000,000 shares of no par value
               preferred stock (the "Preferred Stock").


     IN TESTIMONY WHEREOF, Dollar General Corporation does hereby
file in triplicate originals these Articles of Amendment to the
Restated Articles of Incorporation through its President and
Chairman, Cal Turner, Jr., and its Secretary, Bob Carpenter, this
______day of ____________, 1996.


DOLLAR GENERAL CORPORATION

                              
                              BY:___________________________________
                                 Cal Turner, Jr.
                                 President and Chairman

                    
                              BY:___________________________________
                                 Bob Carpenter
                                 Secretary