Form 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported

Form 4 Transactions Reported

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hours per response. . . 1.0

1. Name and Address of Reporting Person*

Shaffer

Donald

S.

2. Issuer Name and Ticker or Trading Symbol

Dollar General Corporation (DG)

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
[_]    Director                  [_]     10% Owner
[X]    Officer (give             [_]    Other (specify

title below)   

below)

Acting Chief Executive Officer,

President and Chief Operating Officer

(Last)             (First)            (Middle)

100 Mission Ridge

3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)

4. Statement for Month/Year

January 31, 2003

(Street)

Goodlettsville

TN

37072

5. If Amendment, Date of Original (Month/Year)

7. 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. Trans-
action
Date
(mm/dd/yy)

2A.
Deemed
Execution
Date, if
any
(mm/dd/yy)

3. Transaction
Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned at the end of Issuer's Fiscal Year

(Instr. 3 and 4)

6. Owner-
ship Form:
Direct (D) or Indirect (I)
(Instr. 4)

7. Nature of Indirect Beneficial Ownership
(Instr. 4)

Amount

(A)
or
(D)

Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instructions 4(b)(v).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

(Over)
SEC 2270 (9-02)

FORM 5 (continued)

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
(mm/dd/yy)

3A. Deemed
Execution
Date, if any
(mm/dd/yy)

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
(mm/dd/yy)

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 at End of Year (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

Employee Stock Option (Right to Buy)

$16.14

08/12/02

A

137,600

(1)

08/12/12

Common Stock

137,600

137,600

D

Explanation of Responses:

(1)

The option vests in four equal annual installments beginning on August 12, 2003.

**

Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

 /s/ Donald S. Shaffer

**Signature of Reporting Person

3/9/03 

Date

Note:

File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB Number.

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