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
                                                                                  
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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 *

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                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

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

5/24/2004
(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   5/24/2004     A    5000   (1) A $0   10106989   (2) D    
Common Stock                  500000   (2) I   By Cal Turner, Jr. Annuity Trust 2004-1  
Common Stock                  49965   I   By James Stephen Turner 1994 Trust  
Common Stock                  338811   I   By Hurley Calister Turner, Jr. 1994 Trust  
Common Stock                  586364   I   By Laura Jo Turner Dugas 1994 Trust  
Common Stock                  586552   I   By Elizabeth Turner Campbell 1994 Trust  
Common Stock                  758836   I   By Spouse  
Common Stock                  6343780   I   By Turner Children Trust  
Common Stock                  10265   I   By IRA  
Common Stock                  11568   I   By 401(k)  

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

Explanation of Responses:
(1)  Represents a grant of Restricted Stock scheduled to vest upon the earlier of (a) May 24, 2005 or (b) the reporting person's retirement, if such retirement occurs at least 6 months after the grant date. The grant of Restricted Stock is subject to the terms of the Company's 1998 Stock Incentive Plan (as amended and restated effective June 2, 2003, and as further modified through August 26, 2003).
(2)  The reporting person transferred 500,000 shares from his direct holdings to the Cal Turner, Jr. Annuity Trust 2004-1 on April 29, 2004.

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


Signatures
Susan S. Lanigan, by power of attorney 5/25/2004
** 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.
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 control number.