DOLLAR GENERAL CORP — Director's Dealing 2003

Mar 17, 2003

4 1 form42000warner.htm html PUBLIC "-//IETF//DTD HTML//EN" Form 5

Form 4		OMB APPROVAL
		OMB Number: 3235-0287
		Expires: January 31, 2005
[_]	Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	Estimated average burden hours per response. . . 0.5

1. Name and Address of Reporting Person* Warner Robert I.	2. Issuer Name and Ticker or Trading Symbol Dollar General Corporation (DG)		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) [ ] Director [] 10% Owner [X] Officer (give [] Other (specify title below) below) Vice President, General Merchandising Manager
(Last) (First) (Middle) 100 Mission Ridge	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Day/Year April 4, 2000
(Street) Goodlettsville, TN 37072		5. If Amendment, Date of Original (Month/Day/Year)	7. Individual or Joint/Group Filing (Check Applicable Line) [X] Form filed by One Reporting Person [_] Form filed by More than One Reporting Person
(City) (State) (Zip)	Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3) — Code	V	4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) — Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.	(Over) SEC 1474 (9-02)

FORM 4 (continued) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1.Title of Derivative Security (Instr.3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (mm/dd/yy)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (mm/dd/yy)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
			Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$21.25	04/04/00	A		22,768(1)		10/04/09	04/04/10	Common Stock	22,768(1)	22,768(1)	D
Employee Stock Option (Right to Buy)	$21.25	04/04/00	A		11,381(2)		10/04/09	04/04/10	Common Stock	11,381(2)	11,381(2)	D

Explanation of Responses: (1) Adjusted for stock split on 05/22/00. Initial grant was 18,214 shares at an exercise price of $26.5625. (2) Adjusted for stock split on 05/22/00. Initial grant was 9,105 shares at an exercise price of $26.5625.

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. Page 2