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 *

KNUCKLES BARBARA 		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 (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    1760.252   D $22   0   D    
Common Stock   7/6/2007     D    100   D $22   0   I   By Son  

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
Phantom Stock   $22   7/6/2007     D        5134.584    7/6/2007   (1)   (1) Common Stock   5134.584   $22   (2) 0   D    
Restricted Stock Units   $22   7/6/2007     D        18715.62      (3)   (3) Common Stock   18715.62   (4) $22   (5) 0   D    
Stock Option (right to buy)   $14.65   7/6/2007     D        4096      (6) 2/21/2010   Common Stock   4096   $7.35   (7) (8) 0   D    
Stock Option (right to buy)   $15.37   7/6/2007     D        3904      (6) 3/18/2012   Common Stock   3904   $6.63   (8) (9) 0   D    
Stock Option (right to buy)   $17.6403   7/6/2007     D        3401      (6) 2/22/2009   Common Stock   3401   $4.3597   (8) (10) 0   D    
Stock Option (right to buy)   $18.2272   7/6/2007     D        3291      (6) 2/23/2008   Common Stock   3291   $3.7728   (8) (11) 0   D    
Stock Option (right to buy)   $19.55   7/6/2007     D        3150      (6) 2/26/2011   Common Stock   3150   $2.45   (8) (12) 0   D    

Explanation of Responses:
(1)  The shares of phantom stock were payable after the reporting person's termination of service as a non-employee director.
(2)  The shares of phantom stock were cashed out in the merger for $22 per share on a 1-for-1 basis.
(3)  Immediately before the effective time of the merger, all unvested Restricted Stock Units became fully vested and immediately exercisable.
(4)  Includes 4,600 Restricted Stock Units that were scheduled to vest on June 5, 2008.
(5)  The Restricted Stock Units were cashed out in the merger for $22 per Restricted Stock Unit on a 1-for-1 basis.
(6)  Immediately before the effective time of the merger, all unvested options became fully vested and immediately exercisable.
(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)  The price of the option is the difference between the $22 per share merger consideration and the exercise price.
(9)  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.
(10)  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.
(11)  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.
(12)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KNUCKLES BARBARA
100 MISSION RIDGE
GOODLETTSVILLE, TN 37072 		X



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).
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