DOLLAR GENERAL CORP — Director's Dealing 2010

Dec 17, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR GENERAL CORP (DG)
CIK: 0000029534
Period of Report: 2010-12-14

Reporting Person: GOLDMAN SACHS GROUP INC (10% Owner)
Reporting Person: GOLDMAN SACHS & CO (10% Owner)
Reporting Person: GS Capital Partners VI Fund, L.P. (10% Owner)
Reporting Person: GS Capital Partners VI Offshore Fund, L.P. (10% Owner)
Reporting Person: GS Capital Partners VI Parallel LP (10% Owner)
Reporting Person: GS Capital Partners VI GmbH & Co KG (10% Owner)
Reporting Person: GSCP VI Advisors, L.L.C. (10% Owner)
Reporting Person: GSCP VI Offshore Advisors, L.L.C. (10% Owner)
Reporting Person: GS Advisors VI, L.L.C. (10% Owner)
Reporting Person: GOLDMAN, SACHS MANAGEMENT GP GMBH (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-14	Common Stock	S	6081807	$29.463	Disposed	52476465	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Director Stock Option (right to buy)	$22.55	2019-11-18	Common Stock (5549)	5549	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: In connection with the secondary offering (the "Secondary Offering") of common stock, par value $0.875 per share (the "Common
Stock"), of Dollar General Corporation (the "Company") by certain selling shareholders pursuant to an underwriting agreement
(the "Underwriting Agreement") and final prospectus supplement, each dated December 8, 2010, Buck Holdings, L.P., as a
selling shareholder, sold 24,297,281 shares of Common Stock of the Company. The Secondary Offering closed on December 14,
2010. 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.

F4: Pursuant to the Underwriting Agreement and in connection with the Secondary Offering, the underwriters exercised their option
(the "Over-Allotment Option") to purchase additional shares of Common Stock from certain of the selling shareholders.
Goldman Sachs is one of several underwriters under the Underwriting Agreement. The Over-Allotment Option closed
simultaneously with the Secondary Offering on December 14, 2010. Buck Holdings, L.P. sold an additional 3,750,000 shares of
Common Stock pursuant to the underwriters' exercise of the Over-Allotment Option.

F5: GS Group may be deemed to beneficially own 1,525 restricted stock units that were granted to Adrian M. Jones, a managing
director of Goldman Sachs, in his capacity as a director of the Company pursuant to the Amended and Restated 2007 Stock
Incentive Plan for Key Employees of Dollar General Corporation and Its Affiliates (the "Plan"). The restricted stock units
represent a contingent right to receive shares of Common Stock upon vesting and vest in three equal installments on each of
the Company's first, second, and third annual shareholders' meetings immediately following the grant date, which was
November 18, 2009. Mr. Jones has an understanding with GS Group pursuant to which he holds such shares for the benefit of
GS Group.

F6: GS Group may be deemed to beneficially own options to purchase 5,549 shares of Common Stock that were granted to Mr. Jones in
his capacity as a director pursuant to the Plan. The options vest in four annual installments of 25% beginning November 18,
2010.

F7: As of December 14, 2010, as a result of the Secondary Offering and the exercise of the Over-Allotment Option, GS Group and
Goldman Sachs may be deemed to beneficially own indirectly 52,474,940 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 beneficially own
indirectly 52,474,940 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.

F8: 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.

F9: As of December 14, 2010, as a result of the Secondary Offering and the exercise of the Over-Allotment Option, GS Capital, and
its general partner GSCP Advisors, may be deemed to beneficially own indirectly 19,391,727 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 16,129,357 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 5,332,395 shares of Common Stock by reason of the direct beneficial ownership of Common Stock
by Buck Holdings, L.P.; (continued in footnote 8)

F10: GS Germany, and its general partner, GS GmbH, may be deemed to beneficially own indirectly 689,182 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 2,926,695 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 5,819,128 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 2,186,456 shares of Common
Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.