FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Gibson Wayne 		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)
Sr. VP, Dollar General Markets
(Last)          (First)          (Middle)

100 MISSION RIDGE 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/6/2007
(Street)

GOODLETTSVILLE, TN 37072
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   7/6/2007     D    2384   D $22   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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   7/6/2007     D        14136.31      (1)   (1) Common Stock   14136.31   (2) $22   (3) 0   D    
Employee Stock Option (right to buy)   $17.54   7/6/2007     D        30200      (4) 3/16/2016   Common Stock   30200     (5) 0   D    
Employee Stock Option (right to buy)   $19   7/6/2007     D        42000      (4) 11/17/2015   Common Stock   42000     (5) 0   D    
Employee Stock Option (right to buy)   $21.1   7/6/2007     D        21567      (4) 3/19/2017   Common Stock   21567     (5) 0   D    

Explanation of Responses:
(1)  Immediately before the effective time of the merger, all unvested Restricted Stock Units became fully vested and immediately exercisable.
(2)  Includes 14,011 Restricted Stock Units that were scheduled to vest as follows: 3,333 units in two equal annual installments beginning on November 17, 2007; 3,066 units in two equal annual installments beginning on March 16, 2008; and 7,612 units in three equal annual installments beginning March 19, 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 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Gibson Wayne
100 MISSION RIDGE
GOODLETTSVILLE, TN 37072

Sr. VP, Dollar General Markets

Signatures
/s/ Susan S. Lanigan, by Power of Attorney 7/10/2007
** Signature of Reporting Person Date


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