DOLLAR GENERAL CORP — Director's Dealing 2006

Aug 28, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR GENERAL CORP (DG)
CIK: 0000029534
Period of Report: 2006-08-24

Reporting Person: GUION KATHLEEN (Division President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-08-24	Common Stock	M	6866.75	—	Acquired	8152.75	Direct
2006-08-24	Common Stock	F	1816.26	$12.44	Disposed	6336.49	Direct
2006-08-24	Common Stock	D	1.49	$12.44	Disposed	6335	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-08-24	Restricted Stock Units	$	M	6866.75	Disposed	2006-08-24	Common Stock (6866.75)	Direct

Footnotes

F1: The restricted stock units convert to shares of common stock on a one-for-one basis.

F2: The remaining restricted stock units vest and become payable on various dates ranging from March 15, 2007 to March 16, 2009. The total amount includes restricted stock units that were acquired since the reporting person's last report reflecting ownership of restricted stock units. Those units were acquired pursuant to automatic dividend reinvestments that were exempt from reporting pursuant to Rule 16a-11.