DOLLAR GENERAL CORP — Director's Dealing 2007

Jul 11, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR GENERAL CORP (DG)
CIK: 0000029534
Period of Report: 2007-07-06

Reporting Person: KNUCKLES BARBARA (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-07-06	Common Stock	D	1760.252	$22	Disposed	0	Direct
2007-07-06	Common Stock	D	100	$22	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-07-06	Phantom Stock	$22	D	5134.584	Disposed		Common Stock (5134.584)	Direct
2007-07-06	Restricted Stock Units	$22	D	18715.62	Disposed		Common Stock (18715.62)	Direct
2007-07-06	Stock Option (right to buy)	$14.65	D	4096	Disposed	2010-02-21	Common Stock (4096)	Direct
2007-07-06	Stock Option (right to buy)	$15.37	D	3904	Disposed	2012-03-18	Common Stock (3904)	Direct
2007-07-06	Stock Option (right to buy)	$17.6403	D	3401	Disposed	2009-02-22	Common Stock (3401)	Direct
2007-07-06	Stock Option (right to buy)	$18.2272	D	3291	Disposed	2008-02-23	Common Stock (3291)	Direct
2007-07-06	Stock Option (right to buy)	$19.55	D	3150	Disposed	2011-02-26	Common Stock (3150)	Direct

Footnotes

F1: The shares of phantom stock were payable after the reporting person's termination of service as a non-employee director.

F2: The shares of phantom stock were cashed out in the merger for $22 per share on a 1-for-1 basis.

F3: Immediately before the effective time of the merger, all unvested Restricted Stock Units became fully vested and immediately exercisable.

F4: Includes 4,600 Restricted Stock Units that were scheduled to vest on June 5, 2008.

F5: The Restricted Stock Units were cashed out in the merger for $22 per Restricted Stock Unit on a 1-for-1 basis.

F6: Immediately before the effective time of the merger, all unvested options became fully vested and immediately exercisable.

F7: This option, granted February 21, 2000 and vested February 21, 2001, was cancelled in the merger in exchange for a cash payment of $30,105.60, representing the difference between the exercise price of the option and the $22 per share merger consideration.

F8: The price of the option is the difference between the $22 per share merger consideration and the exercise price.

F9: This option, granted March 18, 2002 and vested March 18, 2003, was cancelled in the merger in exchange for a cash payment of $25,883.52, representing the difference between the exercise price of the option and the $22 per share merger consideration.

F10: This option, granted February 22, 1999 and vested February 22, 2000, was cancelled in the merger in exchange for a cash payment of $14,827.34, representing the difference between the exercise price of the option and the $22 per share merger consideration.

F11: This option, granted February 23, 1998 and vested February 23, 1999, was cancelled in the merger in exchange for a cash payment of $12,416.28, representing the difference between the exercise price of the option and the $22 per share merger consideration.

F12: This option, granted February 26, 2001 and vested February 26, 2002, was cancelled in the merger in exchange for a cash payment of $7,717.50, representing the difference between the exercise price of the option and the $22 per share merger consideration.