DOLLAR GENERAL CORP — Director's Dealing 2006

Mar 17, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR GENERAL CORP (DG)
CIK: 0000029534
Period of Report: 2006-03-15

Reporting Person: O BRIANT STONIE R (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-03-15	Common Stock	M	1749.71	—	Acquired	24596.71	Direct
2006-03-15	Common Stock	F	479.53	$17.65	Disposed	24117.18	Direct
2006-03-15	Common Stock	D	0.18	$17.65	Disposed	24117	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-03-15	Restricted Stock Units	$	M	1749.71	Disposed	2006-03-15	Common Stock (1749.71)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12353.621	Indirect
Common Stock	3328	Indirect
Common Stock	3328	Indirect
Common Stock	3328	Indirect
Common Stock	5087	Indirect

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 August 24, 2006 to March 15, 2008. 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.