DOLLAR GENERAL CORP — Director's Dealing 2007

Mar 27, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR GENERAL CORP (DG)
CIK: 0000029534
Period of Report: 2007-03-23

Reporting Person: GUION KATHLEEN (Division President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-03-23	Restricted Stock Units	$	A	14076	Acquired		Common Stock (14076)	Direct
2007-03-23	Employee Stock Option (Right to Buy)	$21.25	A	39883	Acquired	2017-03-23	Common Stock (39883)	Direct

Footnotes

F1: The RSUs convert to shares of common stock on a one-for-one basis.

F2: The RSUs vest and become payable ratably in three annual installments beginning on March 23, 2008.

F3: The RSUs vest on various dates ranging from August 24, 2007 to March 23, 2010.

F4: The option vests in four equal annual installments beginning on March 23, 2008.