DOLLAR GENERAL CORP — Director's Dealing 2006

Dec 20, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR GENERAL CORP (DG)
CIK: 0000029534
Period of Report: 2006-12-19

Reporting Person: PURCELL J NEAL (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-12-19	Phantom Stock	$	A	40.34	Acquired		Common Stock (40.34)	Direct

Footnotes

F1: The shares of phantom stock are convertible into shares of common stock on a one-for-one basis.

F2: The shares of phantom stock become payable in common stock (and cash in lieu of fractional shares) after the reporting person's termination of service as a non-employee director.