DOLLAR GENERAL CORP — Director's Dealing 2007

Jul 10, 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: BERE DAVID L (Director, President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-07-06	Common Stock	D	20000	$22	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-07-06	Restricted Stock Units	$22	D	58890.48	Disposed		Common Stock (58890.48)	Direct
2007-07-06	Employee Stock Option (right to buy)	$10.48	D	5726	Disposed	2013-03-13	Common Stock (5726)	Direct
2007-07-06	Employee Stock Option (right to buy)	$16.14	D	3718	Disposed	2012-08-12	Common Stock (3718)	Direct
2007-07-06	Employee Stock Option (right to buy)	$21.25	D	126565	Disposed	2017-03-23	Common Stock (126565)	Direct

Footnotes

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

F2: Includes 44,670 Restricted Stock Units that were scheduled to vest 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 one-for-one basis.

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

F5: This option, granted March 13, 2003, 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 August 12, 2002, 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.

F7: This option, granted March 23, 2007, 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.