Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LANIGAN SUSAN S
   2. Issuer Name and Ticker or Trading Symbol
DOLLAR GENERAL CORP [DG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec. VP & General Counsel
(Last)
(First)
(Middle)
100 MISSION RIDGE		 3. Date of Earliest Transaction (Month/Day/Year)
07/06/2007
(Street)

GOODLETTSVILLE, TN 37072		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/06/2007   D   8,177 D $ 22 0 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $ 22 07/06/2007   D     20,658.45   (1)   (1) Common Stock 20,658.45 (2) $ 22 (3) 0 D  
Employee Stock Option (right to buy) $ 16.14 07/06/2007   D     25,200   (4) 08/12/2012 Common Stock 25,200 (5) 0 D  
Employee Stock Option (right to buy) $ 17.54 07/06/2007   D     50,000   (4) 03/16/2016 Common Stock 50,000 (5) 0 D  
Employee Stock Option (right to buy) $ 18.83 07/06/2007   D     25,000   (4) 08/24/2014 Common Stock 25,000 (5) 0 D  
Employee Stock Option (right to buy) $ 20.44 07/06/2007   D     25,200   (4) 08/26/2013 Common Stock 25,200 (5) 0 D  
Employee Stock Option (right to buy) $ 21.25 07/06/2007   D     35,733   (4) 03/23/2017 Common Stock 35,733 (5) 0 D  
Employee Stock Option (right to buy) $ 16.14 07/06/2007   D     25,200   (4) 08/12/2012 Common Stock 25,200 $ 5.86 (6) (7) 0 D  
Employee Stock Option (right to buy) $ 22.35 07/06/2007   D     42,000   (4) 03/15/2015 Common Stock 42,000 (8) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LANIGAN SUSAN S
100 MISSION RIDGE
GOODLETTSVILLE, TN 37072		       Exec. VP & General Counsel  

Signatures

 /s/ Susan S. Lanigan   07/10/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Immediately before the effective time of the merger, all unvested Restricted Stock Units became fully vested and immediately exercisable.
(2) Includes 20,477 Restricted Stock Units that were scheduled to vest as follows: 1,066 units in two equal annual installments beginning on August 24, 2007; 1,733 units on March 15, 2008; 5,066 units in two equal annual installments beginning on March 16, 2008; and 12,612 units in three equal units in three equal installments beginning March 23, 2008.
(3) The Restricted Stock Units were cashed out in the merger for $22 per Restricted Stock Unit on a one-for-one basis.
(4) Immediately before the effective time of the merger, all vested options became fully vested and immediately exercisable.
(5) The option was assumed by the surviving corporation in the merger and replaced with a new option with an exercise price of $3.75 for that number of shares so that the difference between $22.00 and the exercise price of the old option, multiplied by the number of shares subject to the old option, is equal to the difference between $22.00 and $3.75, multiplied by the number of shares subject to the new option.
(6) This option, granted August 12, 2002 and vested in three equal annual installments beginning August 12, 2003 and a fourth on February 3, 2006, was cancelled in the merger in exchange for a cash payment of $147,672.00, representing the difference between the exercise price of the option and the $22 per share merger consideration.
(7) The price of the option is the difference between the $22 per share merger consideration and the exercise price.
(8) All options with a price above the merger consideration of $22 per share were cancelled in the merger and no payment will be made thereon.

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