UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   Form 10-Q/A

                 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
                     15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended July 30, 1999

                                 Amendment No. 1

                         Commission file number 1-11421


                           DOLLAR GENERAL CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


TENNESSEE                                                 61-0502302
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(State or other jurisdiction of                         (I.R.S. employer
incorporation or organization)                         identification no.)


104 Woodmont Blvd. Suite 500  Nashville, Tennessee 37205
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(Address of principal executive offices, zip code)

Registrant's telephone number, including area code: (615) 783-2000
                                                    --------------

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[_].

The number of shares of common  stock  outstanding  at  September  9, 1999,  was
265,979,479.

         This Amendment No. 1 amends the Quarterly  Report on Form 10-Q filed by
Registrant on September 13, 1999, by amending the following item as set forth in
the pages attached hereto.




Item 6.  A. Exhibits:

              10.1    Master Agreement,  dated as of June 11, 1999, by and among
                      Dollar General Corporation, Certain Subsidiaries of Dollar
                      General Corporation, Atlantic Financial Group, Ltd., Three
                      Pillars    Funding    Corporation,    Certain    Financial
                      Institutions  Parties  Hereto,  SunTrust  Bank,  Nashville
                      N.A., First Union National Bank, Bank of American National
                      Trust and Savings Bank, The First National Bank of Chicago
                      and Wachovia Bank, N.A. and SunTrust Equitable  Securities
                      Corporation. 10.2 Master Lease Agreement, dated as of June
                      11,  1999,  between  Atlantic  Financial  Group,  Ltd. and
                      Dollar General  Corporation  and certain  Subsidiaries  of
                      Dollar General Corporation.  10.3 Guaranty Agreement dated
                      June 11, 1999 by Dollar General corporation.

              10.4    Subsidiary  Guarantee  dated June 11, 1999 by  Dolgencorp,
                      Inc.,  Dolgencorp of Texas,  Inc., Dade Lease  Management,
                      Inc.,  Dollar General  Financial,  Inc. and Dollar General
                      Partners.

              27      Financial Data Schedule (for SEC use only)


         B. Reports  on Form 8-K
                      No  Current  Reports  on Form  8-K were  filed  by  Dollar
                      General  Corporation  during  the  quarter  ended July 30,
                      1999.



                                   SIGNATURES

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

                                                 DOLLAR GENERAL CORPORATION
                                                 (Registrant)


April 18, 2000                               By:   /s/ Brian M. Burr
                                                       -------------------
                                                       Brian M. Burr,
                                                       Executive Vice President,
                                                       Chief Financial Officer