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): June 24, 2014

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

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))

On June 24, 2014, Mr. Richard W. Dreiling, Chairman and Chief Executive Officer, advised Dollar General Corporation (the “Company”) of his intention to retire as Chief Executive Officer effective May 30, 2015 or upon the appointment of a successor. Mr. Dreiling has agreed to serve, at the discretion of the Board of Directors, as Chairman during a transition period following the appointment of a new Chief Executive Officer. Mr. Dreiling’s retirement date and any agreement regarding continued service on the Board of Directors are expected to be finalized as part of a retirement agreement between Mr. Dreiling and the Company.  The Board of Directors is conducting an internal and external search for a Chief Executive Officer. A copy of the Company’s news release regarding this matter is attached hereto as Exhibit 99.

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.

EXHIBIT INDEX

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