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 * DICKSON REGINALD   2. Issuer Name and Ticker or Trading Symbol DOLLAR GENERAL CORP [DG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (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   25,745 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			18,715.62	(1)	(1)	Common Stock	18,715.62 (2)	$ 22 (3)	0	D
Stock Option (right to buy)	$ 10.48	07/06/2007		D			5,726	(4)	03/13/2013	Common Stock	5,726	$ 11.52 (5) (6)	0	D
Stock Option (right to buy)	$ 14.65	07/06/2007		D			4,096	(4)	02/21/2010	Common Stock	4,096	$ 7.35 (6) (7)	0	D
Stock Option (right to buy)	$ 15.37	07/06/2007		D			3,904	(4)	03/18/2012	Common Stock	3,904	$ 6.63 (6) (8)	0	D
Stock Option (right to buy)	$ 17.6403	07/06/2007		D			3,401	(4)	02/22/2009	Common Stock	3,401	$ 4.3597 (6) (9)	0	D
Stock Option (right to buy)	$ 18.2272	07/06/2007		D			3,291	(4)	02/23/2008	Common Stock	3,291	$ 3.7728 (6) (10)	0	D
Stock Option (right to buy)	$ 19.55	07/06/2007		D			3,150	(4)	02/26/2011	Common Stock	3,150	$ 2.45 (6) (11)	0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DICKSON REGINALD 100 MISSION RIDGE GOODLETTSVILLE, TN 37072	X

Signatures

/s/ Susan S. Lanigan, by Power of Attorney		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 4,600 Restricted Stock Units that were scheduled to vest on June 5, 2008.
(3)	The Restricted Stock Units were cashed out in the merger for $22 per Restricted Stock Unit on a 1-for-1 basis.
(4)	Immediately before the effective time of the merger, all unvested options became fully vested and immediately exercisable.
(5)	This option, granted March 13, 2003 and vested March 13, 2004, was cancelled in the merger in exchange for a cash payment of $65,963.52, representing the difference between the exercise price of the option and the $22 per share merger consideration.
(6)	The price of the option is the difference between the $22 per share merger consideration and the exercise price.
(7)	This option, granted February 21, 2000 and vested February 21, 2001, was cancelled in the merger in exchange for a cash payment of $30,105.60, representing the difference between the exercise price of the option and the $22 per share merger consideration.
(8)	This option, granted March 18, 2002 and vested March 18, 2003, was cancelled in the merger in exchange for a cash payment of $25,883.52, representing the difference between the exercise price of the option and the $22 per share merger consideration.
(9)	This option, granted February 22, 1999 and vested February 22, 2000, was cancelled in the merger in exchange for a cash payment of $14,827.34, representing the difference between the exercise price of the option and the $22 per share merger consideration.
(10)	This option, granted February 23, 1998 and vested February 23, 1999, was cancelled in the merger in exchange for a cash payment of $12,416.28, representing the difference between the exercise price of the option and the $22 per share merger consideration.
(11)	This option, granted February 26, 2001 and vested February 26, 2002, was cancelled in the merger in exchange for a cash payment of $7,717.50, representing the difference between the exercise price of the option and the $22 per share merger consideration.

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