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: BULEY BERYL J (Division President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-07-06	Common Stock	D	5395	$22	Disposed	0	Direct
2007-07-06	Common Stock	D	2100	$22	Disposed	0	Indirect
2007-07-06	Common Stock	D	381	$22	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-07-06	Restricted Stock Units	$22	D	36855.23	Disposed		Common Stock (36855.23)	Direct
2007-07-06	Employee Stock Option (right to buy)	$16.94	D	100000	Disposed	2016-01-24	Common Stock (100000)	Direct
2007-07-06	Employee Stock Option (right to buy)	$17.54	D	55800	Disposed	2016-03-16	Common Stock (55800)	Direct
2007-07-06	Employee Stock Option (right to buy)	$21.25	D	39883	Disposed	2017-03-23	Common Stock (39883)	Direct

Footnotes

F1: Immediately before the effective time of the merger, all unvested Restricted Stock Units became fully vested and immediately exercisable.

F2: Includes 36,476 Restricted Stock Units that were scheduled to vest as follows: 16,800 units in two equal annual installments beginning on January 24, 2008; 5,600 units in two equal annual installments beginning on March 16, 2008; and 14,076 units in three equal annual installments beginning March 23, 2008.

F3: The Restricted Stock Units were cashed out in the merger for $22 per Restricted Stock Unit on a 1-for-1 basis.

F4: Immediately before the effective time of the merger, all unvested options became fully vested and fully exercisable.

F5: This option was assumed by the surviving corporation in the merger and replaced with a new option with an exercise price of $3.75 for that number of shares so that the difference between $22.00 and the exercise price of the old option, multiplied by the number of shares subject to the old option, is equal to the difference between $22.00 and $3.75, multiplied by the number of shares subject to the new option.

F6: This option, granted March 23, 2007 and scheduled to vest in four equal annual installments beginning on March 23, 2008, was cancelled in the merger in exchange for a cash payment of $29,912.25, representing the difference between the exercise price of the option and the $22 per share merger consideration.

F7: The price of the option is the difference between the $22 per share merger consideration and the exercise price.