DOLLAR GENERAL CORP — Director's Dealing 2003

Sep 17, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR GENERAL CORP (DG)
CIK: 0000029534
Period of Report: 2003-09-15

Reporting Person: O BRIANT STONIE R (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-09-15	Common Stock	M	35015	$3.22	Acquired	125588	Direct
2003-09-15	Common Stock	S	33000	$21.26	Disposed	92588	Direct
2003-09-15	Common Stock	S	2015	$21.31	Disposed	90573	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-09-15	Employee Stock Option (Right to Buy)	$3.22	M	35015	Disposed	2003-12-01	Common Stock (35015)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9629	Indirect
Common Stock	53578	Indirect
Common Stock	3328	Indirect
Common Stock	3328	Indirect
Common Stock	3328	Indirect
Common Stock	5087	Indirect