DOLLAR GENERAL CORP (Form: 5, Received: 02/24/2004 15:10:24)

FORM 5

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ X ] Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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 ^*
HARTSHORN TOM J
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)
Executive Vice President

(Last)          (First)          (Middle)
100 MISSION RIDGE
3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
1/30/2004

(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)

Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or 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
(MM/DD/YYYY) 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 at End of Issuer's Fiscal Year
(Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Phantom Stock 2/3/2003 A4 0.3239       ⁽²⁾ ⁽³⁾ Common Stock 0.3239 $11.31 4179.7915 D

Phantom Stock 3/18/2003 A4 9.9034       ⁽²⁾ ⁽³⁾ Common Stock 9.9034 $12.52 4189.6949 D

Phantom Stock 4/9/2003 A4 1.023       ⁽²⁾ ⁽³⁾ Common Stock 1.023 $13.05 4192.743 ⁽⁴⁾ D

Phantom Stock 5/8/2003 A4 1285.8658       ⁽²⁾ ⁽³⁾ Common Stock 1285.8658 $15.65 5482.127 ⁽⁵⁾ D

Phantom Stock 5/15/2003 A4 23.4338       ⁽²⁾ ⁽³⁾ Common Stock 23.4338 $16.7 5505.5608 D

Phantom Stock 6/9/2003 A4 0.1779       ⁽²⁾ ⁽³⁾ Common Stock 0.1779 $17.99 5505.7387 D

Phantom Stock 6/24/2003 A4 0.0011       ⁽²⁾ ⁽³⁾ Common Stock 0.0011 $18.61 5505.7398 D

Phantom Stock 7/16/2003 A4 0.0254       ⁽²⁾ ⁽³⁾ Common Stock 0.0254 $19.31 5505.7652 D

Phantom Stock 8/13/2003 A4 2.9554       ⁽²⁾ ⁽³⁾ Common Stock 2.9554 $18.62 5515.5423 ⁽⁶⁾ D

Phantom Stock 9/12/2003 A4 5.4957       ⁽²⁾ ⁽³⁾ Common Stock 5.4957 $20.86 5521.038 D

Phantom Stock 10/17/2003 A4 1.9991       ⁽²⁾ ⁽³⁾ Common Stock 1.9991 $21.49 5523.0371 D

Phantom Stock 11/7/2003 A4 0.3892       ⁽²⁾ ⁽³⁾ Common Stock 0.3892 $22.38 5527.4473 ⁽⁷⁾ D

Phantom Stock 11/12/2003 A4 3.3219       ⁽²⁾ ⁽³⁾ Common Stock 3.3219 $22.12 5530.7692 D

Phantom Stock 12/19/2003 A4 1.3438       ⁽²⁾ ⁽³⁾ Common Stock 1.3438 $20.36 5532.113 D

Explanation of Responses:

(1) The shares of phantom stock are convertible into shares of common stock on a one-for-one basis.

(2) The shares of phantom stock are exercisable immediately.

(3) The shares of phantom stock become payable in cash upon the reporting person's termination of employment.

(4) 2.0251 shares of phantom stock were acquired by the reporting person on March 25, 2003 pursuant to an automatic dividend reinvestment that was exempt from reporting pursuant to Rule 16a-11.

(5) 3.5182 shares of phantom stock were acquired by the reporting person on May 8, 2003 pursuant to an automatic dividend reinvestment that was exempt from reporting pursuant to Rule 16a-11.

(6) 6.8217 shares of phantom stock were acquired by the reporting person on August 1, 2003 pursuant to an automatic dividend reinvestment that was exempt from reporting pursuant to Rule 16a-11.

(7) 4.021 shares of phantom stock were acquired by the reporting person on October 29, 2003 pursuant to an automatic dividend reinvestment that was exempt from reporting pursuant to Rule 16a-11.

Reporting Owners

Reporting Owner Name / Address Relationships

Director 10% Owner Officer Other

HARTSHORN TOM J
100 MISSION RIDGE
GOODLETTSVILLE, TN 37072

Executive Vice President

Signatures

/s/ Susan S. Lanigan, By Power of Attorney 2/24/2004

^** 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.

1. Name and Address of Reporting Person ^* HARTSHORN TOM J	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) Executive Vice President
(Last) (First) (Middle) 100 MISSION RIDGE	3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 1/30/2004
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

*Table II - Derivative Securities Acquired, Disposed of, or 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 (MM/DD/YYYY)		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 at End of Issuer's Fiscal Year (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock		2/3/2003		A4	0.3239		⁽²⁾	⁽³⁾	Common Stock	0.3239	$11.31	4179.7915	D
Phantom Stock		3/18/2003		A4	9.9034		⁽²⁾	⁽³⁾	Common Stock	9.9034	$12.52	4189.6949	D
Phantom Stock		4/9/2003		A4	1.023		⁽²⁾	⁽³⁾	Common Stock	1.023	$13.05	4192.743 ⁽⁴⁾	D
Phantom Stock		5/8/2003		A4	1285.8658		⁽²⁾	⁽³⁾	Common Stock	1285.8658	$15.65	5482.127 ⁽⁵⁾	D
Phantom Stock		5/15/2003		A4	23.4338		⁽²⁾	⁽³⁾	Common Stock	23.4338	$16.7	5505.5608	D
Phantom Stock		6/9/2003		A4	0.1779		⁽²⁾	⁽³⁾	Common Stock	0.1779	$17.99	5505.7387	D
Phantom Stock		6/24/2003		A4	0.0011		⁽²⁾	⁽³⁾	Common Stock	0.0011	$18.61	5505.7398	D
Phantom Stock		7/16/2003		A4	0.0254		⁽²⁾	⁽³⁾	Common Stock	0.0254	$19.31	5505.7652	D
Phantom Stock		8/13/2003		A4	2.9554		⁽²⁾	⁽³⁾	Common Stock	2.9554	$18.62	5515.5423 ⁽⁶⁾	D
Phantom Stock		9/12/2003		A4	5.4957		⁽²⁾	⁽³⁾	Common Stock	5.4957	$20.86	5521.038	D
Phantom Stock		10/17/2003		A4	1.9991		⁽²⁾	⁽³⁾	Common Stock	1.9991	$21.49	5523.0371	D
Phantom Stock		11/7/2003		A4	0.3892		⁽²⁾	⁽³⁾	Common Stock	0.3892	$22.38	5527.4473 ⁽⁷⁾	D
Phantom Stock		11/12/2003		A4	3.3219		⁽²⁾	⁽³⁾	Common Stock	3.3219	$22.12	5530.7692	D
Phantom Stock		12/19/2003		A4	1.3438		⁽²⁾	⁽³⁾	Common Stock	1.3438	$20.36	5532.113	D

Explanation of Responses:
(1)	The shares of phantom stock are convertible into shares of common stock on a one-for-one basis.
(2)	The shares of phantom stock are exercisable immediately.
(3)	The shares of phantom stock become payable in cash upon the reporting person's termination of employment.
(4)	2.0251 shares of phantom stock were acquired by the reporting person on March 25, 2003 pursuant to an automatic dividend reinvestment that was exempt from reporting pursuant to Rule 16a-11.
(5)	3.5182 shares of phantom stock were acquired by the reporting person on May 8, 2003 pursuant to an automatic dividend reinvestment that was exempt from reporting pursuant to Rule 16a-11.
(6)	6.8217 shares of phantom stock were acquired by the reporting person on August 1, 2003 pursuant to an automatic dividend reinvestment that was exempt from reporting pursuant to Rule 16a-11.
(7)	4.021 shares of phantom stock were acquired by the reporting person on October 29, 2003 pursuant to an automatic dividend reinvestment that was exempt from reporting pursuant to Rule 16a-11.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HARTSHORN TOM J 100 MISSION RIDGE GOODLETTSVILLE, TN 37072			Executive Vice President

Signatures
/s/ Susan S. Lanigan, By Power of Attorney		2/24/2004
^** 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.