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: BERE DAVID L (Director, President & COO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-03-23	Restricted Stock Units	$	A	44670	Acquired		Common Stock (44670)	Direct
2007-03-23	Employee Stock Option (Right to Buy)	$21.25	A	126565	Acquired	2017-03-23	Common Stock (126565)	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 or vested on various dates ranging from March 12, 2005 to March 23, 2010. However, except for the grant reported on this form, the remaining RSUs generally are not payable until the reporting person ceases to be a member of our Board.

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