DOLLAR GENERAL CORP — Director's Dealing 2009

Nov 25, 2009

SEC Form 4/A — Form 4/A

Issuer: DOLLAR GENERAL CORP (DG)
CIK: 0000029534
Period of Report: 2009-11-18

Reporting Person: Goldman Sachs DGC Investors LP (10% Owner)
Reporting Person: GOLDMAN SACHS DGC INVESTORS OFFSHORE HOLDINGS, L.P. (10% Owner)
Reporting Person: GS DGC ADVISORS, L.L.C. (10% Owner)
Reporting Person: GS DGC OFFSHORE ADVISORS, INC. (10% Owner)
Reporting Person: GSUIG, L.L.C. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-11-18	Common Stock	S	3581133	$19.7925	Disposed	64990262	Indirect

Footnotes

F1: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS
Capital Partners VI Fund, L.P. ("GS Capital"), GS Capital Partners VI Offshore Fund, L.P. ("GS Offshore"), GS Capital
Partners VI Parallel, L.P. ("GS Parallel"), GS Capital Partners VI GmbH & Co. KG ("GS Germany"), Goldman Sachs DGC
Investors, L.P. ("GS DGC"), Goldman Sachs DGC Investors Offshore Holdings, L.P. ("GS DGC Offshore" and, together with GS
Capital, GS Offshore, GS Parallel, GS Germany, and GS DGC, the "GS Funds") and GSUIG, L.L.C. ("GSUIG", and together with the
GS Funds, the "Investing Entities"), GSCP VI Advisors, L.L.C. ("GSCP Advisors"), GSCP VI Offshore Advisors, L.L.C. ("GSCP
Offshore Advisors"), GS Advisors VI, L.L.C. ("GS Advisors") (continued in footnote 2),

F2: Goldman, Sachs Management GP GmbH ("GS GmbH"), GS DGC Advisors, L.L.C. ("GS DGC Advisors") and GS DGC Offshore Advisors, Inc.
("GS DGC Offshore Advisors", and together with GSCP Advisors, GSCP Offshore Advisors, GS Advisors, GS GmbH, GS DGC Advisors,
the Investing Entities, Goldman Sachs and GS Group, the "Reporting Persons"). Due to the electronic system's limitation of
10 Reporting Persons per joint filing, this statement is being filed in duplicate.

F3: This Amendment to the Form 4, filed with the Securities and Exchange Commission on November 20, 2009, amends the price of the
shares sold in connection with the transactions described below.

F4: Pursuant to an underwriting agreement, dated November 12, 2009 (the "Underwriting Agreement"), and in connection with the
initial public offering of common stock, par value $0.875 per share (the "Common Stock") of Dollar General Corporation (the
"Company") by the Company and its selling shareholders pursuant to the final prospectus filed by the Company on November 13,
2009, which offering was consummated on November 18, 2009 (the "Initial Public Offering"), Buck Holdings, L.P., as a selling
shareholder, sold 2,471,991 shares of Common Stock. Buck Holdings, L.P. is a limited partnership whose general partner is
Buck Holdings, LLC. The membership interests of Buck Holdings, LLC are held by a private investor group, which includes the
Investing Entities.

F5: Pursuant to the Underwriting Agreement and in connection with the Initial Public Offering, the underwriters elected to
exercise an option (the "Over-Allotment Option") to purchase additional shares of Common Stock from the selling
shareholders. Goldman Sachs is one of several underwriters under the Underwriting Agreement. On November 18, 2009, the
Over-Allotment Option was consummated and in connection with such sale to the underwriters, Buck Holdings, L.P. sold
1,109,142 shares of Common Stock.

F6: As of November 18, 2009, as a result of the Initial Public Offering and the exercise of the Over-Allotment Option, GS Group
and Goldman Sachs may be deemed to beneficially own indirectly 64,990,262 shares of Common Stock by reason of the indirect
beneficial ownership of such shares by the Investing Entities. The Investing Entities may be deemed to indirectly
beneficially own 64,990,262 shares of Common Stock by reason of the direct beneficial ownership of such shares by Buck
Holdings, L.P., a limited partnership whose general partner is Buck Holdings, LLC.

F7: Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary
interest therein. Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of the GS
Funds. Affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner or
investment manager of the GS Funds. GSUIG is a wholly-owned subsidiary of GS Group.

F8: As of November 18, 2009, as a result of the Initial Public Offering and the exercise of the Over-Allotment Option: GS
Capital, and its general partner GSCP Advisors, may be deemed to beneficially own indirectly 24,016,672 shares of Common
Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS Offshore, and its general
partner GSCP Offshore Advisors, may be deemed to beneficially own indirectly 19,976,223 shares of Common Stock by reason of
the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS Parallel, and its general partner GS Advisors,
may be deemed to beneficially own indirectly 6,604,177 shares of Common Stock by reason of the direct beneficial ownership
of Common Stock by Buck Holdings, L.P.; (continue in footnote 9)

F9: GS Germany, and its general partner, GS GmbH, may be deemed to beneficially own indirectly 853,553 shares of Common Stock by
reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS DGC, and its general partner, GS DGC
Advisors, may be deemed to beneficially own indirectly 3,624,714 shares of Common Stock by reason of the direct beneficial
ownership of Common Stock by Buck Holdings, L.P.; GS DGC Offshore, and its general partner, GS DGC Offshore Advisors, may be
deemed to beneficially own indirectly 7,206,996 shares of Common Stock by reason of the direct beneficial ownership of
Common Stock by Buck Holdings, L.P.; and GSUIG may be deemed to beneficially own indirectly 2,707,927 shares of Common Stock
by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.