DOLLAR GENERAL CORP — Director's Dealing 2003

Mar 15, 2003

5 1 form5jholland.htm html PUBLIC "-//IETF//DTD HTML//EN" Form 5

Form 5		OMB APPROVAL
		OMB Number: 3235-0362
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1. Name and Address of Reporting Person* Holland John B.	2. Issuer Name and Ticker or Trading Symbol Dollar General Corporation (DG)		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) [X] Director [] 10% Owner [ ] Officer (give [] Other (specify title below) below)
(Last) (First) (Middle) 100 Mission Ridge	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Year January 31, 2003
(Street) Goodlettsville TN 37072		5. If Amendment, Date of Original (Month/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) — 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 Instructions 4(b)(v).
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FORM 5 (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 at End of Year (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
Stock Option (Right to Buy)	$15.37	03/18/02	A		3,904		03/18/03	03/18/12	Common Stock	3,904	3,904	D

Explanation of Responses:

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