DOLLAR GENERAL CORP — Director's Dealing 2006

Jun 1, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR GENERAL CORP (DG)
CIK: 0000029534
Period of Report: 2006-05-31

Reporting Person: GEE GORDON (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-05-31	Restricted Stock Units	$	A	4600	Acquired		Common Stock (4600)	Direct

Footnotes

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

F2: Represents the number of restricted stock units granted to the reporting person on May 31, 2006 pursuant to the terms of the Dollar General Corporation 1998 Stock Incentive Plan.

F3: Although the restricted stock units generally vest on May 31, 2007, no payout can be made (in either shares of common stock or in cash) until the reporting person ceases service as a director of the Issuer.

F4: The restricted stock units vest on various dates ranging from March 12, 2005 to May 31, 2007. 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.