Edgar Filing: DOLLAR GENERAL CORP

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

TURNER CAL /TN

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
_____ Officer (give title below)	__X__ Other (specify below)
Employee Advisor to the Board

(Last)

(First)

(Middle)

100 MISSION RIDGE

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2005

(Street)

GOODLETTSVILLE, TN 37072

4. If Amendment, Date Original Filed(Month/Day/Year)
01/05/2005

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/03/2005		S⁽¹⁾		3,900	D	$ 21.1	9,178,089	D
Common Stock	01/03/2005		S⁽¹⁾		600	D	$ 21.15	9,177,489	D
Common Stock	01/03/2005		S⁽¹⁾		1,800	D	$ 21.18	9,175,689	D
Common Stock	01/03/2005		S⁽¹⁾		800	D	$ 21.2	9,174,889	D
Common Stock	01/03/2005		S⁽¹⁾		6,800	D	$ 21.22	9,168,089	D
Common Stock	01/03/2005		S⁽¹⁾		600	D	$ 21.24	9,167,489	D
Common Stock	01/03/2005		S⁽¹⁾		7,300	D	$ 21.25	9,160,189	D
Common Stock	01/03/2005		S⁽¹⁾		2,800	D	$ 21.27	9,157,389	D
Common Stock	01/03/2005		S⁽¹⁾		400	D	$ 21.28	9,156,989	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TURNER CAL /TN 100 MISSION RIDGE GOODLETTSVILLE, TN 37072				Employee Advisor to the Board

Signatures

/s/ Susan L. Lanigan, by Power of Attorney		02/14/2005
^**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)	This sale was made pursuant to the terms and conditions of a Rule 10b5-1 Sales Plan, which the reporting person entered into on June 24, 2004. The reporting person timely filed a Form 4 on January 5, 2005 to report the sale of 25,000 shares under the Rule 10b5-1 Sales Plan on January 3, 2005. However, that Form 4 reported the sale in the aggregate using the average sales price. The reporting person subsequently determined that the sales were made in a series of transactions at various prices. This Form 4 is being filed to reflect those individual transactions and prices rather than the aggregated and averaged information.

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