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 *

PERDUE DAVID A 		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
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman & CEO
(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    103700   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        530414.05      (1)   (1) Common Stock   530414.05   (2) $22   (3) 0   D    
Employee Stock Option (right to buy)   $12.68   7/6/2007     D        500000      (4) 4/2/2013   Common Stock   500000   $9.32   (5) (6) 0   D    
Employee Stock Option (right to buy)   $12.68   7/6/2007     D        500000      (4) 4/2/2013   Common Stock   500000   $9.32   (6) (7) 0   D    
Employee Stock Option (right to buy)   $21.25   7/6/2007     D        313630      (4) 3/23/2017   Common Stock   313630   $0.75   (6) (8) 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 525,693 Restricted Stock Units that were scheduled to vest as follows: 50,000 units in two equal annual installments beginning on March 16, 2008; 365,000 units in three equal annual installments beginning on September 18, 2007; and 110,693 units in three equal annual installments beginning March 23, 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 April 2, 2003 and vested April 2, 2004 and April 2, 2005, was cancelled in the merger in exchange for a cash payment of $4,660,000.00, 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 April 2, 2003 and vested April 2, 2005 and April 2, 2006, was cancelled in the merger in exchange for a cash payment of $4,660,000.00, representing the difference between the exercise price of the option and the $22 per share merger consideration.
(8)  This option, granted March 23, 2007 and scheduled to vest in four equal annual installments beginning on March 23, 2008, was cancelled in the merger in exchange for a cash payment of $235,222.50, 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
PERDUE DAVID A
100 MISSION RIDGE
GOODLETTSVILLE, TN 37072 		X
Chairman & CEO

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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