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: THORNBURGH RICHARD E (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-07-06	Restricted Stock Units	$22	D	9240.69	Disposed		Common Stock (9240.69)	Direct

Footnotes

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

F2: Includes 4,600 Restricted Stock Units that were scheduled to vest on July 24, 2007 and 4,600 Restricted Stock Units that were scheduled to vest on June 5, 2008.

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